INTERPRETATION AND DEFINITIONS - Hampshire€¦ · Web view27.4The Residential/Nursing Care...

Dated 201_

HAMPSHIRE COUNTY COUNCIL

-and-

[NAME OF RESIDENTIAL/NURSING CARE PROVIDER]

CONTRACT FOR SERVICES

©Adult Services DepartmentHampshire County Council

Elizabeth II CourtThe Castle

Winchester SO23 8UJ

AGREEMENT CLAUSES

1. INTERPRETATION AND DEFINITIONS.......................................................................42. COMMENCEMENT AND DURATION.........................................................................113. WARRANTIES AND REPRESENTATIONS.................................................................114. SCOPE AND PROVISION OF THE SERVICES............................................................125. RESIDENTIAL/NURSING CARE PROVIDER’S PERSONNEL..................................136. SAFEGUARDING AND QUALITY ASSURANCE.......................................................157. CONTRACT MANAGEMENT........................................................................................208. BUSINESS CONTINUITY..............................................................................................219. WARNING NOTICES AND INCREASED MONITORING..........................................2110. REMEDIATION PLAN PROCESS.................................................................................2211. SUB-CONTRACTING AND ASSIGNMENT.................................................................2312. FORCE MAJEURE...........................................................................................................2613. PAYMENT AND INVOICING........................................................................................2614. AUDIT, INSPECTION AND REVIEW...........................................................................2815. BRIBERY ACT.................................................................................................................3016. RECOVERY OF SUMS DUE..........................................................................................3217. DISPUTE RESOLUTION................................................................................................3218. INDEMNITY....................................................................................................................3319. INSURANCE....................................................................................................................3520. TERMINATION...............................................................................................................3621. CONSEQUENCES OF TERMINATION.........................................................................3822. INTELLECTUAL PROPERTY RIGHTS........................................................................4023. EQUIPMENT....................................................................................................................4124. HEALTH AND SAFETY.................................................................................................4125. CONFIDENTIALITY.......................................................................................................4226. DATA PROTECTION ACT.............................................................................................4427. FREEDOM OF INFORMATION ACT............................................................................4728. EQUALITY ACT..............................................................................................................4829. HUMAN RIGHTS ACT...................................................................................................4930. NO PARTNERSHIP OR AGENCY.................................................................................4931. VARIATION.....................................................................................................................4932. WAIVER...........................................................................................................................4933. SEVERANCE...................................................................................................................49

Contract for Residential / Nursing Care Provider of 82

34. NOTICES..........................................................................................................................5035. THIRD PARTY RIGHTS ACT........................................................................................5136. ENTIRE AGREEMENT...................................................................................................5137. THE COUNCIL’S STATUTORY FUNCTIONS.............................................................5138. NON-SOLICITATION.....................................................................................................5139. GOVERNING LAW AND JURISDICTION...................................................................51SCHEDULE 1 SERVICE SPECIFICATION............................................................................53SCHEDULE 2 ARRANGEMENT FOR PURCHASE OF SERVICE FOR RESIDENTIAL/NURSING CARE..............................................................................................68SCHEDULE 3 APPROVED SUB-CONTRACTORS..............................................................68SCHEDULE 4 PAYMENTS AND INVOICING......................................................................68SCHEDULE 5 SAFEGUARDING AND QUALITY ASSURANCE.......................................68SCHEDULE 6 CHANGE CONTROL PROCEDURES...........................................................68SCHEDULE 7 STANDARDS AND POLICIES.......................................................................68


THIS AGREEMENT is dated 201_

BETWEEN

1 HAMPSHIRE COUNTY COUNCIL of The Castle, Winchester, Hampshire SO23 8UJ (the “Council”).

2 FULL COMPANY NAME [incorporated and registered in England and Wales with company number (INSERT NO.)] OR [a charity registered in England and Wales with charity number (INSERT NO.)] whose [registered][principal] office is at [INSERT ADDRESS] (the “Residential/Nursing Care Provider”).

WHEREAS

A. The Council has, selected the Residential/Nursing Care Provider to provide these services and the Residential/Nursing Care Provider is willing and able to provide the services in accordance with the terms and conditions of this Agreement.

AGREED TERMS

1. INTERPRETATION AND DEFINITIONS

1.1 The definitions and rules of interpretation in this clause apply in this Agreement.

Agreement: the Conditions of Contract and all Schedules to this Agreement as the same may be amended, modified or supplemented from time to time in accordance with these provisions;

Applicable Laws: the Laws of England and Wales and the European Union and any other laws or regulations, regulatory policies, guidelines or industry codes which apply to the provision of the Services;

Best Industry Practice: standards, practices, methods and procedures conforming to the Applicable Laws and the degree of skill and care, diligence, prudence and foresight which would reasonably and ordinarily be expected from a skilled and experienced person or body engaged in a similar type of undertaking under the same or similar circumstances;


Business Continuity Plan: a written plan which establishes a coherent framework that guards against business disruption in case of unforeseen events;

Care Plan: the document setting out the care to be provided to an individual Service User by the Residential/Nursing Care Provider;

Change: any change to this Agreement including to any of the Services;

Change Control Procedure: the procedures for varying provisions to this Agreement specified in Schedule 6;

Commencement Date: 01 April 2014;

Contract Administrator: the Procurement Manager in the Council’s Adult Services Department;

Contract Year: a period of twelve (12) months commencing on the Commencement Date or on an anniversary of the Commencement Date;

Consents: all permissions, consents, approvals, certificates, permits, licences, agreements and authorities (whether statutory, regulatory, contractual or otherwise) necessary for the provision of the Services;

Council’s Data: any data (including any Personal Data relating to the staff, Service Users or suppliers of the Council), documents, text, drawings, diagrams, images or sounds (together with any database made up of any of those), embodied in any medium, that are supplied to the Residential/Nursing Care Provider by or on behalf of the Council, or which the Residential/Nursing Care Provider is required to generate, process, store or transmit pursuant to this Agreement;

Council’s Representative: the person appointed by the Council to be the Residential/Nursing Care Provider’s first point of contact for all matters relating to this Agreement


whose details are set out in the Particulars as amended from time to time;

Data Controller: shall have the same meaning as set out in the Data Protection Act 1998;

Data Processor: shall have the same meaning as set out in the Data Protection Act 1998;

Data Subject: shall have the same meaning as set out in the Data Protection Act 1998;

Default: any failure by either party in complying with its obligations under this Agreement;

Data Protection Legislation: the Data Protection Act 1998 and the Privacy & Electronic Communications (EC Directive) Regulations 2003;

Environmental Information Regulations:

the Environmental Information Regulations 2004 (SI 2004/3391) together with any codes of practice issued by the Information Commissioner or relevant government department in relation to such regulations;

Financial Year: the period commencing on 01 April and concluding on 31 March each year of the Term;

Indicative Annual Contract Value: the indicative annual contract value that will be paid for the Services which the Council will make to the Residential/Nursing Care Provider in return for the provision of the Services described in Schedule 1 (Service Specification). This amount is calculated using the Weekly Contract Price using the calculation ‘Weekly Contract Price divided by 7 and multiplied by 365’. Details of the Indicative Annual Contract Value are set out on Schedule 4 (Payment and Invoicing);

Intellectual Property Rights: all copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill


or to sue for passing off, rights in designs, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world;

PaCT: the Council’s Partnership in Care Team;

Payment Plan: as detailed in Schedule 4;

Personal Data: shall refer to data supplied by the Council and shall have the same meaning as set out in the Data Protection Act 1998;

Prohibited Act: offering giving or agreeing to give to any servant of the Council any gift or consideration of any kind as an inducement or reward: for doing or not doing (or for having done or not having done) any act in relation to the obtaining or performance of this Agreement or any other contract with the Council; or for showing or not showing favour or disfavour to any person in relation to this Agreement or any other contract with the Council; entering into this Agreement or any other contract with the Council where a commission has been paid or has been agreed to be paid by the Residential/Nursing Care Provider or on its behalf, or to its knowledge, unless before the relevant contract is entered into particulars of any such commission and of the terms and conditions of any such contract for the payment thereof have been disclosed in writing to the Council; committing any offence: under the Prevention of Corruption Act 1916, the Bribery Act 2010; or under legislation creating


offences in respect of fraudulent acts, or at common law in respect of fraudulent acts in relation to this Agreement or any other contract with the Council; or defrauding or attempting to defraud or conspiring to defraud the Council;

Quality Improvement Officers: Hampshire County Council Adult Services department quality assurance and monitoring officers.

Regulated Activity: shall have the same meaning as set out in Part 2 of Schedule 4 to the Safeguarding Vulnerable Groups Act 2006 as amended;

Regulated Activity Provider: shall have the same meaning as set out in section 6 of the Vulnerable Groups Act 2006 as amended;

Regulatory Body: those government departments and regulatory, statutory and other entities, committees and bodies which, whether under statute, rules, regulations, codes of practice or otherwise, are entitled by any Applicable Law to supervise, regulate, investigate or influence the matters dealt with in this Agreement or any other affairs of the parties;

Regulatory Standards: any principle, rule or law the service is required to comply with as part of their registration to provide services.

Remediation Notice: a written notice given by the Council to the Residential/Nursing Care Provider pursuant to clause 10 to initiate the Remediation Plan Process;

Remediation Plan: the plan agreed in accordance with clause 10 for the resolution of either any outstanding issues or the Residential/Nursing Care Provider's Default;

Remediation Plan Process: the process for resolving certain of the Residential/Nursing Care Provider's Defaults as set out in clause 10;

Replacement Services: any services that are identical or substantially similar to any of the Services and which the Council


receives in substitution for any of the Services following the termination or expiry of this Agreement whether those services are provided by the Council internally or by any Replacement Residential/Nursing Care Provider;

Replacement Residential/Nursing Care Provider:

any third party supplier of Replacement Services appointed by the Council from time to time;

Request for Information: a request for information or an apparent request under the Code of Practice on Access to Government Information, Freedom of Information Act or the Environmental Information Regulations;

Services: Residential and Nursing Home placements as more particularly set out in the Service Specification (as varied from time to time);

Service Charges: the charges levied by the Residential/Nursing Care Provider to the Council made in accordance with the tariffs, scales, charges, invoicing methods and terms of payment set out in this Agreement;

Residential/Nursing Care Provider’s Personnel:

all persons engaged by the Residential/Nursing Care Provider to perform its obligations under this Agreement together with the Residential/Nursing Care Provider’s servants, agents, suppliers and Sub-Contractors used in the performance of its obligations under this Agreement;

Service Specification: the document attached at Schedule 1 which sets out the services to be delivered and the performance measures to be applied to the services;

Service User: a person assessed by the Council’s Adult Services Department as having needs which are met by the provision of the Services;


Sub-Contract: an agreement between the Residential/Nursing Care Provider and third party provider engaged by the Residential/Nursing Care Provider to perform any part of the Services;

Sub-Contractor: any third party provider engaged by the Residential/Nursing Care Provider to perform any part of the Services;

Termination Notice: any notice to terminate this Agreement which is given by either party;

Warning Notice: a warning notice issued by the Council to the Residential/Nursing Care Provider in the circumstances described in clause 9;

Weekly Contract Price: the weekly payment which the Council will make to the Residential/Nursing Care Provider in return for the provision of the Services as set out in Schedule 4 (Payment and Invoicing);

Working Days: a day (other than a Saturday, Sunday or public holiday in England) when banks in London are open for business.

1.2 Clause, schedule and paragraph headings shall not affect the interpretation of this Agreement.

1.3 The Schedules form part of this Agreement and shall have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes the Schedules.

1.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.5 Words in the singular shall include the plural and vice versa.

1.6 A reference to one gender shall include a reference to the other genders.

1.7 A reference to a statute, statutory provision or subordinated legislation is a reference to it as it is in force taking account of any amendment or re-enactment and includes any statute, statutory provision or subordinate legislation which it amends or re-enacts.

1.8 A reference to writing or written includes faxes but not e-mail.


1.9 References to clauses and schedules are to the clauses and schedules of this Agreement, references to paragraphs are to paragraphs of the relevant schedule.

1.10 Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

1.11 If there is an inconsistency between clauses 1-40 of the Conditions of Contract and the Schedules, the provisions of the clauses shall prevail. Where there is an inconsistency between the Residential/Nursing Care Provider’s Proposals (set out in Schedule 2) and any of the other Schedules, the provisions of the relevant Schedule will prevail over the provisions of the Residential/Nursing Care Provider’s Proposal.

1.12 Where the consent of a party is required under this Agreement such consent shall not be unreasonably withheld or delayed.

2. COMMENCEMENT AND DURATION

2.1 This Agreement shall take effect from and including the Commencement Date and shall continue unless terminated earlier in accordance with clause 20 (Termination).

3. WARRANTIES AND REPRESENTATIONS

3.1 The Residential/Nursing Care Provider warrants, represents and undertakes that:

(i) it is registered in respect of the premises where the Services are to be provided under the Health and Social Care Act 2008 and the Health and Social Care Act 2008 (Regulated Activities) Regulations 2010 (SI No. 781 of 2010) and will maintain that registration throughout the duration of this Agreement;

(ii) it has full capacity and authority to enter into and to perform this Agreement;

(ii) this Agreement is executed by a duly authorised representative of the Residential/Nursing Care Provider;

(iii) there are no actions, suits or proceedings or regulatory investigations pending or, threatened against or affecting the Residential/Nursing Care Provider before any court or administrative body or arbitration tribunal that might affect the ability of the Residential/Nursing Care Provider to meet and carry out its obligations under this Agreement;

(iv) it will perform and procure the performance of its obligations under this Agreement in compliance with all Applicable Laws;


(v) it has, and will continue to hold, all Consents and regulatory approvals necessary to provide the Services;

(vi) it shall discharge its obligations under this Agreement using personnel of required skill, experience and qualifications and with all due skill, care and diligence;

(vii) all information that it provides as part of the Services (save for information which originated with the Council) shall in all material respects be accurate, complete and not misleading.

3.2 The Residential/Nursing Care Provider warrants that to the best of its knowledge, information and belief, after having made appropriate enquiries, checks and registrations, at the Commencement Date there will be no individuals working or involved in the delivery of the Services in any capacity, whether as employer, employee or volunteer, who the Residential/Nursing Care Provider would be required to remove under the terms this Agreement, in particular with regard to the provisions of clause 6 Safeguarding And Quality Assurance below.

3.3 The Residential/Nursing Care Provider shall (at no additional cost to the Council) maintain such records as are necessary pursuant to Applicable Laws and shall promptly on request make them available for inspection by any relevant authority that is entitled to inspect them and by the Council or its authorised representative.

4. SCOPE AND PROVISION OF THE SERVICES

4.1 Schedule 1 (Service Specification) sets out the scope of the Services to be provided by the Residential/Nursing Care Provider. The Residential/Nursing Care Provider shall at all times:

(a) provide the Services in accordance with Best Industry Practice, the Essential Standards of Quality and Safety (Health and Social Care Act 2008) and the Care Homes Regulations 2001 (SI 3965 of 2001) and any amendment or re-enactment of the same, and the Hampshire Joint Operational Policy for NHS Continuing Health Care and Funded Nursing Care March 2013;

(b) obtain, maintain and comply with all Consents;

(c) allocate sufficient resources to provide the Services in accordance with the terms of this Agreement;

(d) ensure that any of the Residential/Nursing Care Provider's Personnel who are engaged in the provision of any of the Services shall, if required by the Council, attend such meetings at the premises of the Council or elsewhere as may be reasonably required by the Council; and


(e) provide such reasonable co-operation and information in relation to the Services to such of the Council's other contractors or agents as the Council may reasonably require for the purposes of enabling any such person to create and maintain any interfaces that the Council may reasonably require.

4.2 The Residential/Nursing Care Provider acknowledges that it is not being appointed as an exclusive supplier of any of the Services and the Council may at any time perform any part of the Services itself or procure them from a third party.

4.3 If any services, functions or responsibilities not specifically described in this Agreement are an inherent, necessary or customary part of the Services and are required for proper performance or provision of the Services in accordance with this Agreement or are required or are reasonably necessary for the proper performance and provision of the Services, they shall be deemed to be included within the scope of the Services to be delivered for the Service Charges, as if such services, functions or responsibilities were specifically described in this Agreement.

4.4 The Residential/Nursing Care Provider shall deal promptly with queries or problems relating to the use or performance of the Services and shall use all reasonable endeavours promptly to correct or procure the correction of any failure to perform the Services in accordance with the terms of this Agreement (including any defective or delayed provision of the Services).

4.5 The Residential/Nursing Care Provider shall allow the Contract Administrator or any person authorised by it, together with appropriate staff, at all reasonable times to inspect or witness the provision of the Services.

5. RESIDENTIAL/NURSING CARE PROVIDER’S PERSONNEL

5.1 The Residential/Nursing Care Provider shall employ sufficient numbers of Personnel of sufficient ability, skill, knowledge, training and experience so as properly to provide the Services.

5.2 The Residential/Nursing Care Provider shall provide sufficient management and supervisory staff to ensure that the Residential/Nursing Care Provider’s Personnel are at all times:

(a) adequately supervised and properly perform their duties to the Service Specification;

(b) sufficiently trained and instructed with regard to all relevant policies, rules, procedures and standards of the Residential/Nursing Care Provider or the Council set out in Schedule 7 (Standards and Policies);


(c) sufficiently trained, instructed and assessed to meet the requirements of the common induction standards of the Residential/Nursing Care Provider, or any amendments to these standards, within twelve (12) weeks of their appointment;

(d) sufficiently trained and instructed with regard to all relevant rules and procedures concerning health and safety at work legislation and able to identify risks or potential safety hazards;

(e) sufficiently trained and instructed in the use of any specialist equipment required for the provision of the Services and in the moving and handling of equipment and people.

5.3 The Residential/Nursing Care Provider shall maintain a training plan and a record of training for all persons engaged in the delivery of its obligations under this Agreement. The Residential/Nursing Care Provider shall make the training plan and training records available to the Council upon request.

5.4 Where either party to this Agreement identifies at any time that the Residential/Nursing Care Provider’s Personnel require further training for the proper delivery of the Services, the parties shall work together to agree and implement a training programme to meet such training needs with the Residential/Nursing Care Provider bearing the costs of the agreed programme.

5.5 The Residential/Nursing Care Provider assumes full responsibility for the Residential/Nursing Care Provider’s Personnel and for the actions of such personnel while performing the Services pursuant to this Agreement and shall be solely responsible for their supervision, daily direction and control, payment of income including income tax, insurance contributions and levies of any kind, relating to or arising out of the employment of any person engaged by the Residential/Nursing Care Provider, and shall fully and promptly indemnify the Council in respect of any liability of the Residential/Nursing Care Provider in respect thereof.

5.6 The Council acting reasonably may at any time raise with the Residential/Nursing Care Provider concerns about the performance of the Services or the performance of any named personnel involved in providing the Services. Where necessary, the Council may request the Residential/Nursing Care Provider to remove or substitute a named person upon provision of evidence of concern, or, where the concern sufficiently warrants it, to request the Residential/Nursing Care Provider temporarily to remove a named person pending investigation of a concern. If the Residential/Nursing Care Provider does not agree with the request to remove a named person it shall provide reasons for its actions and confirm any plan in place to safeguard Service Users. If there is a dispute concerning the removal or substitution of a named person, this shall be subject to expedited dispute resolution as per Clause 17 (Dispute Resolution). This clause does not prejudice the Council from taking any


additional action under its statutory powers or in the enforcement of this Agreement.

5.7 The Rehabilitation of Offenders Act 1974 does not apply and therefore all persons engaged by the Residential/Nursing Care Provider in the delivery of the Services are required to declare any previous convictions. The Residential/Nursing Care Provider shall ensure that staff, volunteers and other persons engaged to provide or supervise the provision of the Services successfully completed the clearance checks set out in clause 6 (Safeguarding and Quality Assurance) below and that such clearance is obtained at least once in every three (3) years and on such other occasions as is appropriate. Where a member of the Residential/Nursing Care Provider’s Personnel is the subject of a prior criminal conviction the Residential/Nursing Care Provider shall carry out a risk assessment and draft a plan (the “Risk Management Plan”).

5.8 In the event that the Council becomes aware that the Residential/Nursing Care Provider’s Personnel are working in excess of the limits set out in the Working Time Directive, the Residential/Nursing Care Provider shall on request from the Council provide documentary evidence that those Personnel have voluntarily signed an opt-out form as permitted under the Working Time Directive.

6. SAFEGUARDING AND QUALITY ASSURANCE

Safeguarding

6.1 The parties acknowledge that the Residential/Nursing Care Provider is a Regulated Activity Provider with ultimate responsibility for the management and control of the Regulated Activity provided under this Agreement and for the purposes of the Safeguarding Vulnerable Groups Act 2006.

6.2 The Residential/Nursing Care Provider shall:

(a) ensure that all individuals engaged in the provision of the Services are subject to a valid enhanced disclosure check undertaken through the Disclosure and Barring Service (“DBS”) including a check against the adults' barred list or the children's barred list, as appropriate; and

(b) monitor the level, i.e. enhanced or standard, and validity of the checks under this clause 6.2 for each member of staff.

6.3 The Residential/Nursing Care Provider warrants that at all times for the purposes of this Agreement it has no reason to believe that any person who is or will be employed or engaged by the Residential/Nursing Care Provider in the provision of the Services is barred from the regulated activity as defined by the Safeguarding Vulnerable Groups Act 2006 and any regulations made thereunder, as amended from time to time. The Residential/Nursing Care Provider shall not employ or use the services of any person who is barred from, or whose previous conduct or records indicate that he or she would not be


suitable to carry out Regulated Activity or who may otherwise present a risk to Service Users.

6.4 The Residential/Nursing Care Provider shall immediately notify the Council of any information that it reasonably requests to enable the Council to be satisfied that the obligations of this clause 6 have been met.

6.5 The Residential/Nursing Care Provider shall refer information about any person carrying out the Services to the DBS where the Residential/Nursing Care Provider removes permission for such person to carry out the Services, (or would have, if such person had not otherwise ceased to carry out the Services), because, in its opinion, such person has harmed or poses a risk of harm to the Service Users.

6.6 The Residential/Nursing Care Provider shall have in force and shall maintain a safeguarding of vulnerable adults and children policy which shall set out and require compliance by its Staff with the obligations detailed in this clause 6 and the principles and procedures laid down in the policies cited in the following sub-clause 6.7 in order that there can be effective joint action to protect vulnerable adults and children from abuse.

6.7 The Residential/Nursing Care Provider shall comply with the multi-agency policy “Safeguarding Adults Multi-Agency Policy, Procedures and Guidance Southampton, Hampshire, IOW and Portsmouth July 2013”’ and with the “Local Safeguarding Children Board’s multi-agency 4LSCB” policy recognising the duty that all Residential/Nursing Care Providers have to safeguard adults and children as laid out in the Government guidance ‘No Secrets 2000’ and 'Working Together to Safeguard Children 2013'. These policies can be viewed at:

http://www3.hants.gov.uk/protection-from-abuse/professionals-abuse/documents-abuse.htm www.4lscb.org.uk

and collectively known as the “Multi-Agency Safeguarding Policy” for the purposes of this clause 6.

6.8 The Residential/Nursing Care Provider shall have in place a robust safeguarding training programme for all Staff (including volunteers) appropriate to their level of responsibility, and, as a minimum standard, they will reflect the outcomes identified for the relevant safeguarding courses in the Council’s Partnership in Care Team’s training programme which can be found at http://www3.hants.gov.uk/pact. Further the Residential/Nursing Care Provider shall maintain appropriate records of training for the Council’s audit purposes.

6.9 The Residential/Nursing Care Provider shall establish clear policies to deal with dangerous, exploitative or unsafe behaviour and practice and provide training to all the Residential/Nursing Care Provider’s Personnel to develop appropriate skills and knowledge.


http://www3.hants.gov.uk/pact

http://www.4lscb.org.uk/

http://www3.hants.gov.uk/protection-from-abuse/professionals-abuse/documents-abuse.htm

http://www3.hants.gov.uk/protection-from-abuse/professionals-abuse/documents-abuse.htm

6.10 The Residential/Nursing Care Provider shall have in place and shall have implemented robust up-to-date procedures, (including whistle-blowing policy and recruitment checks), for avoiding and responding to actual or suspected physical, sexual, psychological, financial or material and discriminatory abuse and acts of neglect or omission. Such procedures shall be reviewed at least once every year. All procedures adopted by the Residential/Nursing Care Provider shall be made available in a printed and accessible format and location on the Residential/Nursing Care Provider’s premises.

6.11 The Residential/Nursing Care Provider shall ensure that its disciplinary procedures are compatible with the responsibility to protect vulnerable adults. This will include making provision to suspend an employee, for example, pending the outcome of a safeguarding investigation. It should be noted that suspension may be in the best interests of the employee and/or the alleged victim of abuse. Decisions on suspension from duty will be the outcome of a risk assessment, which process will incorporate consideration of the potential harms/dangers to the individual/individuals concerned, as outlined in section 6 of the Multi-Agency Adult Protection Policy. The Residential/Nursing Care Provider must take account of applicable employment law. Decisions on whether or not to suspend an employee will be the responsibility of the Residential/Nursing Care Provider and must be fully documented by them and communicated to the Council in writing within 24 hours.

6.12 In the event that a safeguarding investigation is initiated by the Council it will be conducted in accordance with the Multi-Agency Safeguarding Policy. The Council may initiate such an investigation without prejudice to any action anticipated to be taken by the CQC, and the Residential/Nursing Care Provider agrees and acknowledges that any action taken by the CQC and which does not result in the deregistration of the Residential/Nursing Care Provider by the CQC will not be binding upon the Council nor require the Council to conclude its own investigation. For the avoidance of doubt the Council may at its discretion provide prior written notification of the commencement of a Safeguarding inspection to the Residential/Nursing Care Provider but shall be under no obligation to provide prior written or other notification of a Safeguarding investigation by the Council to the Residential/Nursing Care Provider, particularly where the Council believes that providing prior notification would not be in the best interests of the Service Users.

6.13 In the event that the Council acting reasonably decides in its absolute discretion that it is no longer in the interests of individual Service Users to remain on the Residential/Nursing Care Provider’s premises, it may remove those Service Users to alternative premises and the Residential/Nursing Care Provider shall not interfere with or obstruct such a removal and the Council may terminate this Agreement in accordance with clause 20 below.


6.14 In the event that the Council through the course of a safeguarding investigation identifies that remedial action is required in respect of this Agreement, the Council will follow the procedures set out in clauses 9, 10 and 20 below.

6.15 The Residential/Nursing Care Provider undertakes to co-operate with any investigation which the Council or the Care Quality Commission or other applicable professional or regulatory body may carry out into a complaint referred to them.

6.16 Upon reasonable request, the Residential/Nursing Care Provider shall supply the Council’s Representative with a copy of its records relating to complaints made in relation to the Services and the Residential/Nursing Care Provider’s response.

Quality Assurance

6.17 The Residential/Nursing Care Provider agrees and acknowledges that matters relating to quality assurance and performance of the Services by the Residential/Nursing Care Provider shall be subject to the process set out in Schedule 5 (Safeguarding and Quality Assurance). The Residential/Nursing Care Provider will work with the Council’s PaCT team to achieve improvements in the quality of service delivery. The Residential/Nursing Care Provider will allow access to and work with staff from the Council in respect of this Agreement as is appropriate. Quality Improvement Officers will work with the Residential/Nursing Care Provider to identify and support improvements and measure the on-going sustainability of any improvements made, in order to achieve positive outcomes for improved service delivery.

6.18 Information received as part of the work carried out as a result will be shared as appropriate with the Care Quality Commission, NHS partners, other commissioners of health and social care services, the police and the emergency services.

6.19 The Council will notify the Residential/Nursing Care Provider in writing that it has concerns about the Residential/Nursing Care Provider’s performance of the Services and shall work collaboratively with the Residential/Nursing Care Provider in order to resolve any problems which the Council has identified either directly or through communication from other partner agencies. Such communication may be received from the police, the NHS or other commissioners. In the event that the Council considers in its absolute discretion that the Residential/Nursing Care Provider’s performance is unsatisfactory it shall follow the processes set out in clauses 9 and 10 below.

Notification

6.20 The Residential/Nursing Care Provider shall upon receipt of either a Warning Notice from the CQC, a professional or regulatory body or other interested stakeholder, or a Safeguarding Default Notice from the Council notifying the Residential/Nursing Care Provider that it is in breach of this Agreement


immediately notify the receipt of said Safeguarding Default Notice in writing to all of the following:

(a) any Service Users currently in receipt of a service directly affected by the matter in question and/or their Carers, Guardians, advocates or designated family member(s);

(b) any prospective Service User1 and/or their Carers, Guardians, advocates or designated family member(s) not yet resident on the Residential/Nursing Care Provider’s premises;

(c) as applicable, the CQC or other applicable professional or regulatory body;

(d) other interested stakeholders including but not limited to other public bodies responsible for commissioning services at the Residential/Nursing Care Provider’s premises or currently commissioning services at the Residential/Nursing Care Provider’s premises.

6.21 In the event that the Council receives any written notification from the CQC, a professional or regulatory or other interested stakeholder concerning the Residential/Nursing Care Provider the Council reserves the right to issue an equivalent notice to the Residential/Nursing Care Provider and to carry out a risk assessment of the Residential/Nursing Care Provider, its premises and the Services.

Records

6.22 The Residential/Nursing Care Provider shall at all times co-operate with the Council’s processes for inspection, monitoring, evaluations, quality audit and safeguarding in whatever way is reasonably requested by the Council’s Representative, and the Residential/Nursing Care Provider shall comply with the provisions of Schedule 5 (Safeguarding and Quality Assurance). Accordingly, the Council’s Representative may request access to records held by the Residential/Nursing Care Provider regarding Service Users and the Residential/Nursing Care Provider’s Personnel where necessary under the multi-agency policies cited in clause 6.7.

6.23 The records held by the Residential/Nursing Care Provider referred to in clause 6.22 above may include the Care Plan of any Service User concerned who is resident at the Residential/Nursing Care Provider’s premises and in receipt of the Services.

7. CONTRACT MANAGEMENT

1 For the avoidance of doubt, prospective Service Users means those individuals and/or their families, Guardians or Carers who have visited the Residential/Nursing Care Provider’s premises and are considering taking up a place in the Service User’s premises.


7.1 The Residential/Nursing Care Provider shall at all times properly manage and monitor the Services.

7.2 Notices, information, instructions or other communications given by the Council shall be deemed to have been given to the Residential/Nursing Care Provider.

7.3 The Residential/Nursing Care Provider shall ensure that at all times the Council’s Representative is provided with up-to-date contact details for any temporary or permanent replacement including name, work address, work and mobile telephone numbers.

7.4 A duly authorised and competent representative of the Residential/Nursing Care Provider shall be available to meet the Council’s Representative at all reasonable times and shall provide such written reports as the Council’s Representative may reasonably require prior to such meetings or generally.

7.5 The Residential/Nursing Care Provider shall operate a self-regulatory system of quality assurance and quality measures relevant to this Agreement which ensures that the Services are provided in accordance with the requirements of this Agreement. The Residential/Nursing Care Provider’s quality management system will incorporate as a minimum the terms set out in Schedule 5 (Safeguarding and Quality Assurance).

7.6 The Residential/Nursing Care Provider shall for the proper performance and management of the Services and this Agreement have in place as a minimum the policies listed in Schedule 7 (Standards and Policies) and shall ensure that the Residential/Nursing Care Provider’s Personnel comply with the provisions of such policies.

7.7 The Residential/Nursing Care Provider shall compile and maintain such information as the Council may reasonably require so that the Council is able to monitor and evaluate the provision and performance of the Services.

7.8 The Residential/Nursing Care Provider shall have in place robust financial management systems and shall adopt sound accounting and other financial procedures to ensure effective and efficient running of its business and its continued financial viability.

7.9 The Residential/Nursing Care Provider shall operate open book accounting for the Services based on the model published from time to time by the Chartered Institute of Public Finance and Accountancy so that specific accounting and other data is accessible to the Council at an agreed frequency and format.


8. BUSINESS CONTINUITY

8.1 The Civil Contingencies Act 2004 requires the Council to maintain plans to ensure that it can continue to perform all of its ordinary functions in the event of an emergency. The Residential/Nursing Care Provider shall have in place prior to the Commencement Date, a robust Business Continuity Plan that allows for the continued delivery of the Services following an emergency or disruptive occurrence. The Business Continuity Plan shall set out the procedures to be followed and actions to be taken if a disruptive event occurs affecting the Services.

8.2 The Residential/Nursing Care Provider shall make copies of the Business Continuity Plan available to the Council upon request.

8.3 The Residential/Nursing Care Provider shall notify the Council if an incident occurs which activates the Business Continuity Plan, and details of how it managed any such incident and any subsequent amendments made to processes or systems.

8.4 The Residential/Nursing Care Provider shall as a matter of course test its Business Continuity Plan on a regular basis or when there has been any change to the mode or method in which the Services are provided or when there has been a change to any business processes or on the occurrence of any event which may increase the likelihood of the need to implement the business continuity arrangements. The Residential/Nursing Care Provider shall give to the Council at least 14 Days’ notice of its intention to undertake a Business Continuity Plan test. The Council reserves the right to appoint a representative to attend any Business Continuity Plan test undertaken by the Residential/Nursing Care Provider.

8.5 The Residential/Nursing Care Provider, on request by the Council, shall provide evidence by way of a written report summarising the results of any Business Continuity Plan test and shall promptly implement any actions or remedial measures which the Council may consider to be appropriate as a result of such tests.

8.6 The Residential/Nursing Care Provider shall undertake and be able to demonstrate to the Council as required, a regular review process for its business continuity arrangements in relation to the provision of the Services.

9. WARNING NOTICES AND INCREASED MONITORING

9.1 Without prejudice to the Council's other rights or remedies, if at any time the Residential/Nursing Care Provider has committed a Default then the Council may serve a Warning Notice on the Residential/Nursing Care Provider, within five Working Days of the relevant event, setting out the matters giving rise to such notice and containing a reminder to the Residential/Nursing Care Provider of the


implications of such notice. Any such notice shall state on its face that it is a Warning Notice.

9.2 Without prejudice to the other rights or remedies of the Council, if the Residential/Nursing Care Provider receives a Warning Notice, the Council may reasonably increase its monitoring of the Residential/Nursing Care Provider until such time as the Residential/Nursing Care Provider has demonstrated, to the reasonable satisfaction of the Council, that it will perform (and is capable of performing) its obligations under this Agreement.

9.3 The Residential/Nursing Care Provider may not increase the Service Charges to take account of any additional monitoring and shall promptly reimburse the Council for any additional direct costs reasonably and necessarily incurred by the Council in respect of any such additional monitoring.

10. REMEDIATION PLAN PROCESS

10.1 If the Residential/Nursing Care Provider commits a Default and the Default is capable of remedy, the Council may not terminate this Agreement without first operating the Remediation Plan Process see Schedule 5b set out in this clause 10 unless sub-clause 10.2 applies. If the Residential/Nursing Care Provider commits such a Default, the Council shall give a Remediation Notice to the Residential/Nursing Care Provider which shall specify the Default in outline and the actions the Residential/Nursing Care Provider needs to take with respect to remedying the Default.

10.2 The Council shall be under no obligation to initiate the Remediation Plan Process if it issues a Termination Notice pursuant to clause 20.1(a) in the circumstances set out in clause 20.1(d)(ii) and clause 20.1(d)(v).

10.3 Within five Working Days of receipt of a Remediation Notice, the Residential/Nursing Care Provider shall either:

(a) submit a draft Remediation Plan, even if it disputes that it is responsible for the matters which are the subject of the Remediation Notice; or

(b) inform the Council that it does not intend to submit a Remediation Plan, in which event the Council shall be entitled to serve a Termination Notice.

10.4 The Council shall either approve the draft Remediation Plan within ten Working Days of its receipt pursuant to clause 10.3, or it shall inform the Residential/Nursing Care Provider why it cannot accept the draft Remediation Plan. In the latter such circumstance, the Residential/Nursing Care Provider shall address all such concerns in a revised Remediation Plan, which it shall submit to the Council within ten Working Days of its receipt of the Council's comments. If no such notice is given, the Residential/Nursing Care Provider's draft Remediation Plan shall be deemed to be agreed.


10.5 Once agreed, the Residential/Nursing Care Provider shall immediately start work on the actions set out in the Remediation Plan.

10.6 If, despite the measures taken under clause 10.4, a Remediation Plan cannot be agreed within ten Working Days then the Council may elect to end the Remediation Plan Process and serve a Termination Notice.

10.7 If a Remediation Plan is agreed between the parties, but the Residential/Nursing Care Provider fails to implement or successfully complete the Remediation Plan by the required remedial plan completion date, the Council may:

(a) terminate this Agreement by serving a Termination Notice; or

(b) give the Residential/Nursing Care Provider a further opportunity to resume full implementation of the Remediation Plan; or

(c) escalate any issues arising out of the failure to implement the Remediation Plan under the Dispute Resolution Procedure set out at clause 17.

10.8 If, despite the measures taken under clause 10.7(b), the Residential/Nursing Care Provider fails to implement the Remediation Plan in accordance with its terms, the Council may elect to end the Remediation Plan Process and refer the matter for resolution by the Dispute Resolution Procedure or serve a Termination Notice.

10.9 The Council shall not be obliged to follow the Remediation Plan Process if there is a repetition of substantially the same Default as had previously been addressed in a Remediation Plan within a period of six (6) months following the conclusion of such previous Remediation Plan. In such event, the Council may serve a Termination Notice.

11. SUB-CONTRACTING AND ASSIGNMENT

11.1 Except as expressly set out in this Agreement the Residential/Nursing Care Provider shall not be entitled to give, bargain, sell, assign, let or otherwise dispose of any or all of its rights and obligations under this Agreement without the prior written consent of the Council such consent not to be unreasonably withheld or delayed.

11.2 The Residential/Nursing Care Provider undertakes at all times during the term to demonstrate objectivity and professionalism in determining whether to provide any part of the Services itself or to secure their provision through a Sub-Contractor.

11.3 The Residential/Nursing Care Provider shall not sub-contract any part of its obligations to perform the Services without the prior written approval of the Council save that the Residential/Nursing Care Provider may, without the prior


written approval of the Council, sub-contract the provision of part of the Services to the Approved Sub-Contractors identified in Schedule 3 (Approved Sub-Contractors) in relation to those parts of the Services specified in that Schedule as approved for sub-contracting to those parties. Where the Residential/Nursing Care Provider has an urgent staffing need and employs a temporary staff member the existence of such a contract with a newly appointed Sub-Contractor must be notified to the Council in writing no later than 24 hours following the agreement of the temporary contract.

11.4 The Residential/Nursing Care Provider acknowledges that the Council giving the Residential/Nursing Care Provider consent to sub-contract will not relieve the Residential/Nursing Care Provider of its obligations under this Agreement and that the Residential/Nursing Care Provider will be responsible for the acts, defaults and neglect of any Sub-Contractor or any employee, agent or servant of any such Sub-Contractor, as if they were the Residential/Nursing Care Provider’s own acts, defaults and neglect. This will be the case even if as a condition of the Council giving consent, the Council requires the Sub-Contractor to agree directly that it will carry out all the Residential/Nursing Care Provider’s obligations under this Agreement.

11.5 Subject to clause 11.3, with respect to any of the obligations that the Residential/Nursing Care Provider proposes to sub-contract, the Residential/Nursing Care Provider shall provide the Council with full details of:

(i) the specific elements of the Services which it proposes to sub-contract;

(ii) the scope of the proposed sub-contract;

(iii) the identity, and to the extent known by the Residential/Nursing Care Provider, the qualifications, experience and financial standing of the proposed Sub-Contractor;

(iv) how such arrangements shall enable the Residential/Nursing Care Provider to meet its obligations to provide the Services; and

(v) such further information as the Council may reasonably request.

11.6 Where the Residential/Nursing Care Provider sub-contracts any of its obligations under this Agreement, the Residential/Nursing Care Provider shall remain the Council’s sole point of contact for all matters falling within the scope of this Agreement and shall procure that each Sub-Contractor complies with and is bound by the requirements of this Agreement as they apply to the Residential/Nursing Care Provider.

11.7 The Residential/Nursing Care Provider shall procure that the Council and/or its auditors are permitted to review the financial records and data security policies of each Approved Sub-Contractor to the extent relevant to the provision of the Services.


11.8 Where, in the Council’s reasonable opinion:

(i) the performance of an Approved Sub-Contractor is deficient; or

(ii) misrepresentations were made concerning the identity, qualifications, experience or financial standing of an Approved Sub-Contractor at the time of the Council’s approval, the Council may notify the Residential/Nursing Care Provider of any concerns relating to such Approved Sub-Contractor.

The Residential/Nursing Care Provider shall promptly investigate the matters raised by the Council and shall seek in good faith to address the Council’s concerns. The Residential/Nursing Care Provider shall inform the Council of the steps to be taken to address its concerns and if the Council, acting reasonably is unsatisfied with these steps it may require the Residential/Nursing Care Provider to remove the relevant Approved Sub-Contractor from performance of the Residential/Nursing Care Provider's obligations under this Agreement.

11.9 The Residential/Nursing Care Provider shall notify the Council if:

11.9.1 there is a change in who controls the majority of the shares in, or the voting rights amongst shareholders or members of, its organisation;

11.9.2 the Residential/Nursing Care Provider merges with another organisation;

11.9.3 the Residential/Nursing Care Provider transfers its engagements to another organisation;

11.9.4 the Residential/Nursing Care Provider in any way transfers its business to another organisation;

11.9.5 as a result of any misconduct or mismanagement on its part a Regulatory Body directs an inquiry into, or makes an order of any kind in relation to, its affairs; or

11.9.6 any registration or Consents which the Residential/Nursing Care Provider must maintain in order to provide any of the Services is withdrawn or cancelled or is threatened to be withdrawn or cancelled.

11.10 The Residential/Nursing Care Provider’s failure to provide any information requested by the Council pursuant to this clause 11 or elsewhere in this Agreement will give the Council the right to withhold payment of any sums due to the Residential/Nursing Care Provider.


12. FORCE MAJEURE

12.1 A party, provided that it has complied with the provisions of clause 12.3, shall not be in breach of this Agreement, nor liable for any failure or delay in performance of any obligations under this Agreement (and, subject to clause 12.4, the time for performance of the obligations shall be extended accordingly) arising from or attributable to acts, events, omissions or accidents beyond its reasonable control (“Force Majeure Event”), including but not limited to any of the following:

(a) Acts of God, including but not limited to fire, flood, earthquake, windstorm or other natural disaster;

(b) war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, breaking off of diplomatic relations or similar actions;

(c) terrorist attack, civil war, civil commotion or riots;

(d) extreme adverse weather conditions.

12.2 The corresponding obligations of the other party will be suspended to the same extent as those of the party first affected by the Force Majeure Event.

12.3 Any party that is subject to a Force Majeure Event shall not be in breach of this Agreement provided that:

(a) it promptly notifies the other party in writing of the nature and extent of the Force Majeure Event causing its failure or delay in performance; and

(b) it could not have avoided the effect of the Force Majeure Event by taking precautions which, having regard to all the matters known to it before the Force Majeure Event, it ought reasonably to have taken, but did not; and

(c) it has used all reasonable endeavours to mitigate the effect of the Force Majeure Event to carry out its obligations under this Agreement in any way that is reasonably practicable and to resume the performance of its obligations as soon as reasonably possible.

12.4 If the Force Majeure Event prevails for a continuous period of more than 15 Working Days, any party may terminate this Agreement by giving 14 days' written notice to all the other parties. On the expiry of this notice period, this Agreement will terminate. Such termination shall be without prejudice to the rights of the parties in respect of any breach of this agreement occurring prior to such termination.

13. PAYMENT AND INVOICING

13.1 In consideration of the Residential/Nursing Care Provider delivering the Services in accordance with the terms and conditions of this Agreement, the Council shall


pay the charges to the Residential/Nursing Care Provider in accordance with the Payment Plan set out in Schedule 4 (Payment and Invoicing).

13.2 The Residential/Nursing Care Provider shall invoice the Council for payment of the charges at the time the charges are expressed to be payable in accordance with the Payment Plan. Payment of any sum due under a purchase order shall be made within 30 days of receipt by the Council (at its nominated address for invoices) of a valid invoice from the Residential/Nursing Care Provider.

13.3 The invoices shall show basic price, delivery and any other charges, which shall only be as stated and agreed in this Agreement and/or purchase order. It shall also include the purchase order number or order numbers, date of delivery and collection, the delivery address and invoice address in accordance with the terms of the order.

13.4 Inaccurate invoices (including those which do not state a purchase order number or purchase order numbers) will not be settled until the error is amended and the payment period of 30 days will apply from the date of receipt of the complete and accurate invoice. The Council reserves the right to return an invoice that does not have a purchase order quoted.

13.5 Where the Service Provider is required to make any payments to a Sub-Contractor they shall do so within 30 days of receipt of a valid invoice.

13.6 The Weekly Contract Price is exclusive of VAT. If applicable, the Council will pay VAT at the rate and from time to time in the manner prescribed by law.

13.7 The Weekly Contract Price shall be reviewed by the Council in joint consultation with the Residential/Nursing Care Provider and taking account of market forces on 1 April in each Financial Year. The Council will consult generally with local Residential/Nursing Care Providers and provider representative bodies in sufficient time to give adequate weight to any information they can provide on the state of the local market. The Council will notify the Residential/Nursing Care Provider in advance in writing of the amount of the increase (if any) to be applied to the Weekly Contract Price.

13.8 If any sum payable under this Agreement is not paid within 30 days of the due date, the party to whom the same is due reserves the right to charge interest from the date due for payment to the actual date of payment at the rate of two per cent (2%) above the base rate of Barclays Bank Plc from time to time in force. No interest shall be payable on any amount that is the subject matter of a bona fide dispute between the parties.

13.9 Unless otherwise expressly agreed between the parties, the Indicative Annual Contract Value and such other amounts expressed to be payable by the Council under this Agreement shall constitute the Council's entire payment liability to the Residential/Nursing Care Provider under this Agreement and the


Residential/Nursing Care Provider hereby indemnifies the Council against any liability to any third party for costs or charges relating to the Services.

13.10 The Residential/Nursing Care Provider shall maintain complete and accurate records of, and supporting documentation for, all amounts which may be chargeable to the Council pursuant to this Agreement. Such records shall be retained for inspection by the Council for twelve (12) years from the end of the Contract Year to which the records relate.

13.11 The Residential/Nursing Care Provider shall not suspend the supply of the Services if any payment is overdue unless it is entitled to terminate this Agreement under the terms of this Agreement.

13.12 Where the Residential/Nursing Care Provider enters into a Sub-Contract for the purpose of performing this Agreement, it shall cause a term to be included in such Sub-Contract that requires payment to be made of undisputed sums by the Residential/Nursing Care Provider to the Sub-Contractor within a specified period not exceeding 30 days from the receipt of a valid invoice, as defined by the Sub-Contract requirements.

13.13 Where funding is withdrawn altogether for the delivery of the Services, the Council will serve notice of termination of the Contract to the Residential/Nursing Care Provider. Where funding is not withdrawn altogether but is reduced, the parties will redefine the Services and agree relevant adjustments to service delivery costs.

14. AUDIT, INSPECTION AND REVIEW

14.1 Except where an audit is imposed on the Council by a Regulatory Body, the Council may, not more than twice in any Contract Year and for a period of 12 months following the expiry or termination of this Agreement, conduct an audit for the following purposes:

(a) to verify the accuracy of the Service Charges (and proposed or actual variations to them in accordance with this Agreement);

(b) to review the integrity, confidentiality and security of the Council’s Data;

(c) to review any records created during the provision of the Services;

(d) to review any books of account kept by the Residential/Nursing Care Provider in connection with the provision of the Services;

(e) to carry out an examination pursuant to section 6(1) of the National Audit Act 1983, sections 44 and 46 of the Audit Commission Act 1998 of the economy, efficiency and effectiveness with which the Council has used its resources;


(f) to verify the accuracy and completeness of any management information delivered or required by this Agreement;

(g) to review the Residential/Nursing Care Provider’s compliance with the Data Protection Act 1998, in accordance with clause 26 (Data Protection) and the Freedom of Information Act 2000 pursuant to clause 27 (Freedom of Information) and any other legislation applicable to the Services.

14.2 Notwithstanding anything stated in clause 14.1, the Council may at anytime and as often as is necessary conduct an audit to review the Residential/Nursing Care Provider's compliance with its obligations under clauses 6 (Safeguarding Vulnerable Adults and Children); 8 (Business Continuity); 24 (Health & Safety) and 29 (Human Rights Act) and compliance with any of the Residential/Nursing Care Provider’s policies or the standards and policies set out in Schedule 7 (Standards and Policies).

14.3 The Council shall use its reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Residential/Nursing Care Provider or delay the provision of the Services.

14.4 Subject to the Council's obligations of confidentiality, the Residential/Nursing Care Provider shall on demand provide the Council (and/or its agents or representatives) with all reasonable co-operation and assistance in relation to each audit, including:

(a) all information requested by the Council within the permitted scope of the audit;

(b) reasonable access to any sites controlled by the Residential/Nursing Care Provider and to any equipment used (whether exclusively or non-exclusively) in the performance of the Services; and

(c) access to the Residential/Nursing Care Provider’s Personnel.

14.5 The Council shall endeavour to (but is not obliged to) provide at least 15 days’ notice of its intention to conduct an audit.

14.6 The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this clause 14, unless the audit identifies a material Default by the Residential/Nursing Care Provider in which case the Residential/Nursing Care Provider shall reimburse the Council for all the Council's reasonable costs incurred in the course of the audit.

14.7 If an audit identifies that:(a) the Residential/Nursing Care Provider has failed to perform its obligations

under this Agreement in any material manner, the parties shall agree and implement a remedial plan in accordance with clause 10 (Remediation Plan Process). If the Residential/Nursing Care Provider's failure relates to


a failure to provide any information to the Council about the Service Charges, proposed charges or the Residential/Nursing Care Provider's costs, then the remedial plan shall include a requirement for the provision of all such information;

(b) the Council has overpaid any charges, the Residential/Nursing Care Provider shall pay to the Council the amount overpaid within 20 Working Days of a demand by the Council for payment. The Council may deduct the relevant amount from the Service Charges if the Residential/Nursing Care Provider fails to make this payment; and

(c) the Council has underpaid any charges, the Council shall pay to the Residential/Nursing Care Provider the amount of the under-payment (less the cost of audit incurred by the Council if this was due to a Default by the Residential/Nursing Care Provider in relation to invoicing) within 20 Working Days of receipt of a valid invoice from the Residential/Nursing Care Provider.

15. BRIBERY ACT

15.1 The Residential/Nursing Care Provider:

(a) shall not, and shall procure that any Sub-Contractor and all Residential/Nursing Care Provider Personnel shall not, in connection with this Agreement commit a Prohibited Act;

(b) warrants, represents and undertakes that it is not aware of any financial or other advantage being given to any person working for or engaged by the Council, or that an agreement has been reached to that effect, in connection with the execution of this Agreement, excluding any arrangement of which full details have been disclosed in writing to the Council before execution of this Agreement.


(a) if requested, provide the Council with any reasonable assistance, at the Council's reasonable cost, to enable the Council to perform any activity required by any relevant government or agency in any relevant jurisdiction for the purpose of compliance with the Bribery Act;

(b) within 28 Days of the Commencement Date, and annually thereafter, certify to the Council in writing (such certification to be signed by an officer of the Residential/Nursing Care Provider) compliance with this clause 15 by the Residential/Nursing Care Provider and all persons associated with it or other persons who are supplying goods or services in connection with this Agreement. The Residential/Nursing Care Provider shall provide such supporting evidence of compliance as the Council may reasonably request.


15.3 The Residential/Nursing Care Provider shall have an anti-bribery policy (which shall be disclosed to the Council) to prevent the Residential/Nursing Care Provider or the Residential/Nursing Care Provider’s Personnel from committing a Prohibited Act and shall enforce it where appropriate.

15.4 If any breach of clause 15.1 is suspected or known, the Residential/Nursing Care Provider must notify the Council immediately.

15.5 If the Residential/Nursing Care Provider notifies the Council that it suspects or knows that there may be a breach of clause 15.1, the Residential/Nursing Care Provider must respond promptly to the Council's enquiries, co-operate with any investigation, and allow the Council to audit books, records and any other relevant documentation.

15.6 The Council may terminate this Agreement by written notice with immediate effect if the Residential/Nursing Care Provider, or the Residential/Nursing Care Provider’s Personnel (in all cases whether or not acting with the Residential/Nursing Care Provider's knowledge), breaches clause 15.1. In determining whether to exercise the right of termination under this clause 15.6, the Council shall give all due consideration, where appropriate, to action other than termination of this Agreement unless the Prohibited Act is committed by the Residential/Nursing Care Provider or a senior officer of the Residential/Nursing Care Provider or by an employee, Sub-Contractor or supplier not acting independently of the Residential/Nursing Care Provider. The expression "not acting independently of" (when used in relation to the Residential/Nursing Care Provider or a Sub-Contractor) means and shall be construed as acting:

(a) with the Council; or,

(b) with the actual knowledge;

of any one or more of the directors of the Residential/Nursing Care Provider or the Sub-Contractor (as the case may be); or

(c) in circumstances where any one or more of the directors of the Residential/Nursing Care Provider or the Sub-Contractor (as the case may be) ought reasonably to have had knowledge.

15.7 Any notice of termination under clause 15.6 must specify:

(a) the nature of the Prohibited Act;

(b) the identity of the party whom the Council believes has committed the Prohibited Act; and

(c) the date on which this Agreement will terminate.


15.8 Despite clause 17 (Dispute Resolution), any dispute relating to:

(a) the interpretation of clause 15; or

(b) the amount or value of any gift, consideration or commission,shall be determined by the Council and its decision shall be final and conclusive.

15.9 Any termination under clause 15.6 will be without prejudice to any right or remedy which has already accrued or subsequently accrues to the Council.

16. RECOVERY OF SUMS DUE

16.1 The Council reserves the right to reclaim from the Residential/Nursing Care Provider any monies that have been wrongly claimed by the Residential/Nursing Care Provider under this Agreement. The Council also reserves the right to reclaim any monies that have been paid for the Services where the Residential/Nursing Care Provider has failed to deliver or complete the Services or to deliver the Services to the level required by this Agreement. Any overpayment by the Council, whether of the Weekly Contract Price or of VAT or otherwise, shall be a sum of money recoverable by the Council from the Residential/Nursing Care Provider.

16.2 Wherever under this Agreement any sum of money is recoverable from or payable by the Residential/Nursing Care Provider (including any sum that the Residential/Nursing Care Provider is liable to pay to the Council in respect of any breach of this Agreement), the Council may unilaterally deduct that sum from any sum then due, or which at any later time may become due to the Residential/Nursing Care Provider under this Agreement or under any other Agreement or contract with the Council.

16.3 The Residential/Nursing Care Provider shall make any payments due to the Council without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise, unless the Residential/Nursing Care Provider has a valid court order requiring an amount equal to such deduction to be paid by the Council to the Residential/Nursing Care Provider.

17. DISPUTE RESOLUTION

17.1 Without prejudice to clause 10 above, any question or difference or dispute arising in connection with the construction, meaning or operation of this Agreement or any matter arising out of or in connection with this Agreement, shall in the first instance be referred to the Council’s Representative for discussion and resolution. If the matter is not resolved within ten Working Days of such referral, the matter shall be referred to the next level of the Council’s and the Residential/Nursing Care Provider’s management which shall be directors or other senior representatives of the parties with authority to settle the dispute.


17.2 If the dispute is not resolved under clause 17.1 the parties will attempt to settle it by mediation in accordance with the Centre for Effective Dispute Resolution (“CEDR”) Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator will be nominated by CEDR. To initiate the mediation a party must give notice in writing (“ADR notice”) to the other party to the dispute requesting mediation. A copy of the request should be sent to CEDR Solve. The mediation will start not later than 20 days after the date of the ADR notice.

17.3 No party may commence any court proceedings or arbitration in relation to any dispute arising out of this Agreement until it has attempted to settle the dispute by mediation and either the mediation has terminated or the other party has failed to participate in the mediation, provided that the right to issue proceedings is not prejudiced by a delay.

17.4 If the unresolved matter is having a serious effect on the Services and/or the Service Users, the parties shall use every reasonable endeavour to reduce the elapsed time in completing the process. Neither party may initiate any legal action until the process has been completed, unless such party has reasonable cause to do so to avoid damage to its business or to protect or preserve any right of action it may have.

18. INDEMNITY

18.1 Neither party to this Agreement limits its liability for:

(a) death or personal injury caused by its negligence, or that of its employees, agents or sub-contractors; or

(b) fraud by it or its employees; or

(c) breach of any obligation as to title implied by statute; or

(d) any other act or omission, liability for which liability may not be limited under Applicable Law.

18.2 The Residential/Nursing Care Provider shall indemnify the Council against all liabilities, costs, expenses, damages and losses (including any direct or indirect consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) (each a “Claim”) suffered or incurred by the Council arising out of or in connection with:

(a) any breach of the warranties contained in clause 3;

(b) the Residential/Nursing Care Provider's breach or negligent performance or non-performance of this Agreement;


(c) any claim made against the Council for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with this Agreement;

(d) any claim made against the Council by a third party arising out of or in connection with the provision of the Services, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of this Agreement by the Residential/Nursing Care Provider, its employees, agents or Sub-Contractors;

(e) any claim made against the Council by a third party for death, personal injury or damage to property arising out of or in connection with the Residential/Nursing Care Provider’s performance of the Agreement, to the extent that the default is attributable to the acts or omissions of the Residential/Nursing Care Provider, its employees, agents or Sub-Contractors.

18.3 If any third party makes a Claim, or notifies an intention to make a Claim, against the Council which may reasonably be considered likely to give rise to a liability under this indemnity (a “Relevant Claim”), the Council shall:

(a) as soon as reasonably practicable, give written notice of the Relevant Claim to the Residential/Nursing Care Provider, specifying the nature of the Relevant Claim in reasonable detail;

(b) not make any admission of liability, agreement or compromise in relation to the Relevant Claim without the prior written consent of the Residential/Nursing Care Provider, provided that the Council may settle the Relevant Claim (after giving prior written notice of the terms of settlement (to the extent legally possible) to the Residential/Nursing Care Provider, but without obtaining the Residential/Nursing Care Provider's consent) if the Council reasonably believes that failure to settle the Relevant Claim would be prejudicial to it in any material respect;

(c) subject to the Residential/Nursing Care Provider providing security to the Council to the Council's reasonable satisfaction against any claim, liability, costs, expenses, damages or losses which may be incurred, take such action as the Residential/Nursing Care Provider may reasonably request to avoid, dispute, compromise or defend the Relevant Claim.

18.4 If a payment due from the Residential/Nursing Care Provider under this clause 18 is subject to tax (whether by way of direct assessment or withholding at its source), the Council shall be entitled to receive from the Residential/Nursing Care Provider such amounts as shall ensure that the net receipt, after tax, to the Council in respect of the payment is the same as it would have been were the payment not subject to tax.


18.5 Nothing in this clause shall restrict or limit the Council's general obligation at law to mitigate a loss which it may incur as a result of a matter giving rise to a Claim.

19. INSURANCE

19.1 The Residential/Nursing Care Provider shall effect and maintain with a reputable insurance company a policy or policies of insurance providing an adequate level of cover in respect of all risks which may be incurred by the Residential/Nursing Care Provider, arising out of the Residential/Nursing Care Provider's performance of this Agreement, including death or personal injury, loss of or damage to property or any other loss. Such policies shall include cover in respect of any financial loss arising from any advice given or omitted to be given by the Residential/Nursing Care Provider.

19.2 The Residential/Nursing Care Provider shall maintain in force the following insurance policies:

19.2.1 Employer’s Liability Insurance Policy of not less than ten million pounds sterling (£10,000,000.00) for each and every claim, act or occurrence or series of claims, acts or occurrences;

19.2.2 If relevant Professional Indemnity Insurance Policy of not less than five million pounds sterling (£5,000,000.00) for each and every claim, act or occurrence or series of claims, acts or occurrences which policy shall be maintained for a period of 12 years;

19.2.3 Public Liability Insurance Policy of not less than ten million pounds sterling (£10,000,000.00) for each and every claim, act or occurrence or series of claims, acts or occurrences;

19.2.4 If relevant Motor Insurance – unlimited for personal injury and ten million pounds sterling (£10,000,000.00) per claim for damage to property.

19.3 The Residential/Nursing Care Provider shall give the Council, on request, copies of all insurance policies referred to in this clause or a broker's verification of insurance to demonstrate that the appropriate cover is in place, together with receipts or other evidence of payment of the latest premiums due under those policies.

19.4 If, for whatever reason, the Residential/Nursing Care Provider fails to give effect to and maintain the insurances required by this Agreement the Council may make alternative arrangements to protect its interests and may recover the costs of such arrangements from the Residential/Nursing Care Provider.

19.5 The terms of any insurance or the amount of cover shall not relieve the Residential/Nursing Care Provider of any liabilities under this Agreement. It shall be the responsibility of the Residential/Nursing Care Provider to determine the amount of insurance cover that will be adequate to enable the


Residential/Nursing Care Provider to satisfy any liabilities arising under this Agreement.

20. TERMINATION

20.1 Where the Council wishes to terminate this Agreement due to the Residential/Nursing Care Provider's Default:

(a) subject to clause 10 the Council may terminate this Agreement, immediately or on the expiry of the notice period specified in the Termination Notice, by giving written notice to the Residential/Nursing Care Provider if one or more of the circumstances set out in clause 20.1(d) occurs or exists;

(b) where the Council is terminating this Agreement for a material Default, it may rely on a single material Default or on a number of Defaults or repeated Defaults that, taken together, constitute a material Default;

(c) the Council shall also inform the Residential/Nursing Care Provider in the Termination Notice of the duration of the Termination period during which it requires the Residential/Nursing Care Provider to continue to provide, and/or procure the provision of, some or all of the Services. The Council may extend or shorten such period by giving the Residential/Nursing Care Provider at least ten (10) Working Days' notice;

(d) the events which shall entitle the Council to issue a Termination Notice are as follows:

(i) the Residential/Nursing Care Provider is in material Default of this Agreement and such Default is not remedied in accordance with the Remediation Plan Process; or

(ii) the Residential/Nursing Care Provider is in material Default of this Agreement, which is irremediable; or

(iii) the parties fail to agree the Remediation Plan in accordance with the Remediation Plan Process; or

(iv) the Residential/Nursing Care Provider fails to implement or successfully complete the Remediation Plan in accordance with the Remediation Plan Process; or

(v) the Residential/Nursing Care Provider has received more than three Warning Notices in any 12 month period.

20.2 Without prejudice to any rights that have accrued under this Agreement or any of its rights or remedies, the Council may terminate this Agreement immediately (or


following such notice period as it sees fit), without liability to the Residential/Nursing Care Provider if:

(a) the Residential/Nursing Care Provider suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts; or

(b) the Residential/Nursing Care Provider commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors; or

(c) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Residential/Nursing Care Provider being a company [other than for the sole purpose of a scheme for a solvent amalgamation of the Residential/Nursing Care Provider with one or more other companies or the solvent reconstruction of the Residential/Nursing Care Provider; or

(d) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Residential/Nursing Care Provider; or

(e) a floating charge holder over the assets of the Residential/Nursing Care Provider has become entitled to appoint or has appointed an administrative receiver; or

(f) a person becomes entitled to appoint a receiver over the assets of the Residential/Nursing Care Provider or a receiver is appointed over the assets of the Residential/Nursing Care Provider; or

(g) the Residential/Nursing Care Provider, being an individual, is the subject of a bankruptcy petition or order; or

(h) a creditor or encumbrancer of the Residential/Nursing Care Provider attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days; or

(i) any event occurs, or proceeding is taken, with respect to the Residential/Nursing Care Provider in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 20.2(a) to clause 20.2(h) (inclusive); or

(j) the Residential/Nursing Care Provider suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or


(k) the Residential/Nursing Care Provider, being an individual, dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation; or

(l) there is a change of control of the Residential/Nursing Care Provider.

20.3 The Council may terminate this Agreement without cause (and without liability to the Residential/Nursing Care Provider) in whole or in relation to any one of the Services upon six months’ prior written notice to the Residential/Nursing Care Provider.

20.4 The Residential/Nursing Care Provider may terminate an individual placement with a Service User where the Residential/Nursing Care Provider is no longer able to meet the Service User’s needs set out in the Care Plan, or where the Service User’s conduct is having a detrimental effect on other Service Users, residents or the Residential/Nursing Care Provider’s Personnel. The Residential/Nursing Care Provider shall inform the Council of its intention to terminate and shall supply the Council with detailed written evidence of the reasons for such termination no later than 14 days prior to the date of the proposed termination.

20.5 The Residential/Nursing Care Provider may terminate this Agreement without cause (and without liability to the Council) in whole or in relation to any one of the Services upon six months’ prior written notice to the Council.

20.6 The Residential/Nursing Care Provider may terminate this Agreement in whole or in relation to any one of the Services upon 30 days’ prior written notice to the Council if the Council is in breach of its obligations set out in clause 13 (Payment and Invoicing).

20.7 The parties acknowledge and agree that any breach of clauses 6 (Safeguarding of Vulnerable Adults and Children), 19 (Insurance), 24 (Health & Safety), 25 (Confidentiality), 26 (Data Protection Act), 28 (Equality Act) and 29 (Human Rights Act) shall constitute a breach of a material term.

20.8 Termination of this Agreement shall not affect any rights, remedies or obligations of the parties that have accrued or become due prior to termination.

21. CONSEQUENCES OF TERMINATION

21.1 Following the service of a Termination Notice for any reason, the Residential/Nursing Care Provider shall continue to provide and/or procure the provision of the Services in accordance with this Agreement and shall ensure that there is no degradation in the standards of the Services until the expiry of the termination period.


21.2 Upon termination or expiry of this Agreement, the Residential/Nursing Care Provider shall:

(a) repay to the Council within 30 days of the date of termination or expiry any amount which it may have been paid in advance in respect of Services not provided;

(b) within 30 days of the date of termination or expiry return or transfer (as the case may be) to the Council ownership of any assets capital or otherwise (whether tangible or not) purchased pursuant to this Agreement using any part of the Contract Price;

(c) within 30 days of the date of termination or expiry of this Agreement, return to the Council any data (including Personal Data but excluding Service Users’ medical records) and Confidential Information belonging to the Council in the Residential/Nursing Care Provider's possession, power or control, either in its then current format or in a format nominated by the Council, together with all other related documentation, and any other information and all copies thereof owned by the Council or developed by the Residential/Nursing Care Provider pursuant to this Agreement and thereafter irretrievably delete any such information stored on any magnetic or optical disk or memory and all matter derived from such sources;

(d) if relevant, arrange the transfer to the Council or other party nominated by the Council the remainder of any licence or agreement effected with any portion of the Contract Price and required for the continued delivery of the Services by the Council or such other person appointed by the Council;

(e) provide access, during normal working hours, to the Council and/or the Replacement Service Provider for up to six months after the expiry or termination of this Agreement to:

(i) such information relating to the Services as remains in the possession or control of the Residential/Nursing Care Provider; and

(ii) such members of the Residential/Nursing Care Provider's Personnel as have been involved in the design, development and provision of the Services and who are still employed by the Residential/Nursing Care Provider, provided that the Council and/or the Replacement Residential/Nursing Care Provider shall pay the reasonable costs of the Residential/Nursing Care Provider actually incurred in responding to requests for access under this clause 21.2 unless this Agreement has been terminated by the Council pursuant to clause 20.1 or clause 20.2 in which event such costs shall be for the sole account of the Residential/Nursing Care Provider.


21.3 The provisions of clause 1 (Interpretation and Definitions), clause 3 (Warranties and Representations), clause 13 (Payment and Invoicing), clause 14 (Audit, Inspection and Review), clause 18 (Indemnity), clause 22 (Intellectual Property Rights), clause 25 (Confidentiality), clause 26 (Data Protection) and clause 27 (Freedom of Information), and shall survive the termination for any reason or expiry of this Agreement.

22. INTELLECTUAL PROPERTY RIGHTS

22.1 In the absence of prior written agreement by the Council to the contrary, all Intellectual Property Rights created by or for the Residential/Nursing Care Provider or any employee, agent or sub-contractor of the Residential/Nursing Care Provider on behalf of the Council for use or intended use exclusively for the purpose of performing the Services, shall vest in the Council upon creation.

22.2 The Residential/Nursing Care Provider hereby assigns to the Council, with full title guarantee, all Intellectual Property Rights prepared in accordance with clause 22.1 above. This assignment shall take effect on the date of this Agreement or as a present assignment of future rights that will take effect immediately on the coming into existence of the Intellectual Property Rights produced by the Residential/Nursing Care Provider. The Residential/Nursing Care Provider shall execute all documentation necessary to execute this assignment. In the event that the Residential/Nursing Care Provider or the Council at any time devise, discover or acquire rights in any improvement that relates to the Services, they must promptly notify the other Party of the Intellectual Property Rights to which that Improvement relates giving full details of the improvement and whatever information and explanations as that Party may reasonably require to be able to use the improvement effectively and must assign to that Party all rights and title to such improvement without charge.

22.3 The Residential/Nursing Care Provider shall procure that its employees, agents and sub-contractors shall waive absolutely and irrevocably their moral rights granted under the Copyright, Designs and Patents Act 1988 or equivalent or analogous rights under laws of other jurisdictions in relation to such property.

22.4 The Residential/Nursing Care Provider shall observe the Council’s approval processes by obtaining, with suitable notice, the Council’s written consent prior to engaging in any promotional activity, making public statements or issuing press releases in relation to this Agreement. This permission will be sought and obtained by emailing [email protected].

22.5 The Residential/Nursing Care Provider shall always use the Council’s logo on publicity materials connected to this Agreement, and shall do so in accordance with the guidance set out in the appropriate section of the branding guidelines. The Residential/Nursing Care Provider shall only be granted a non-assignable non-exclusive licence to use the Council’s logo for the purposes set out in the appropriate section of the branding guidelines in connection with this Agreement. In no circumstances shall the Residential/Nursing Care Provider grant sub-


mailto:[email protected]

licences of this licence and shall acquire no rights in respect of the logo. The Residential/Nursing Care Provider shall not incorporate the Council’s logo in to any other logo or advertising and shall not create any new logo to represent the Services in this Agreement, except with the consent of the Council’s communications team. The branding guidelines can be found at www.hants.gov.uk/logos.

23. EQUIPMENT

23.1 All equipment and materials owned by or hired or leased by or on loan to the Residential/Nursing Care Provider other than that provided by the Council intended to be used in the performance of the Services shall be deemed to be at the risk of the Residential/Nursing Care Provider and if prior permission is given by the Council’s representative to store such equipment at any location owned by the Council it shall be stored at the sole risk of the Residential/Nursing Care Provider.

23.2 All equipment and materials owned by or hired or leased by or on loan to the Residential/Nursing Care Provider other than that provided by the Council and used in the performance of the services shall be serviced and maintained by the Residential/Nursing Care Provider in accordance with the manufacturer’s recommendations and in any event such that the equipment is in a condition suitable for use in the provision of the Services. Where appropriate, the Residential/Nursing Care Provider shall ensure that where there is a Statutory or other obligation to undertake testing of the equipment, such testing is carried out by suitably qualified and competent persons at regular intervals.

24. HEALTH AND SAFETY

24.1 The Residential/Nursing Care Provider shall comply with the requirements of the Health and Safety at Work etc., Act 1974 and any other acts, orders, regulations and codes of practice relating to health and safety, which may apply to staff and other persons in the performance of this Agreement.

24.2 The Residential/Nursing Care Provider shall ensure that any information and data relevant to demonstrating its compliance with clause 24.1 above is made available to the Council on request.

24.3 The Residential/Nursing Care Provider shall notify the Council immediately in the event of any incident occurring in the performance of this Agreement where that incident causes any personal injury or damage to property that could give rise to personal injury.

24.4 The Residential/Nursing Care Provider and any Sub-Contractor shall co-operate with the Council in any investigation into any incident reported to the Council, including providing access to any location, item of equipment, information or individual necessary for an effective and thorough investigation.


http://www.hants.gov.uk/logos

24.5 Where the investigation into an incident identifies failings in compliance with health and safety legislation codes of practice and any matters set out in clause 24.1 above, the Residential/Nursing Care Provider shall take such steps as are necessary to fully address the failings.

24.6 The Residential/Nursing Care Provider shall inform the Council of any Health and Safety regulatory intervention that impacts on or relates to the delivery of the Services.

25. CONFIDENTIALITY

25.1 The following definitions apply in this Agreement.

Confidential Information: all confidential information (however recorded or preserved) disclosed by a party or its employees, officers, representatives or advisers (together its Representatives) to the other party and that party's Representatives in connection with this Agreement concerning:

(a) the terms of this Agreement;

(b) any information that would be regarded as confidential by a reasonable business person relating to:

(i) the business, affairs, clients, Residential/Nursing Care Providers, plans, intentions, or market opportunities of the disclosing party; and

(ii) the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing party (or of any member of the group of companies to which the disclosing party belongs); and

(c) any information developed by the parties in the course of carrying out this Agreement.

25.2 The term "Confidential Information" does not include any information that:

(a) is or becomes generally available to the public (other than as a result of its disclosure by the receiving party or its Representatives in breach of this clause); or

(b) was available to the receiving party on a non-confidential basis prior to disclosure by the disclosing party; or

(c) was, is or becomes available to the receiving party on a non-confidential basis from a person who, to the receiving party's knowledge, is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party; or


(d) was known to the receiving party before the information was disclosed to it by the disclosing party; or

(e) the parties agree in writing is not confidential or may be disclosed; or

(f) is developed by or for the receiving party independently of the information disclosed by the disclosing party.

25.3 Each party shall keep the other party's Confidential Information confidential and shall not:

(a) use such Confidential Information except for the purpose of exercising or performing its rights and obligations under this Agreement (“Permitted Purpose”); or

(b) disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this clause 25.

25.4 A party may disclose the other party's Confidential Information to those of its Representatives who need to know such Confidential Information for the Permitted Purpose, provided that:

(a) it informs such Representatives of the confidential nature of the Confidential Information prior to disclosure; and

(b) at all times, it is responsible for such Representatives' compliance with the confidentiality obligations set out in this clause 25.

25.5 A party may disclose Confidential Information to the extent required by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction or in accordance with the Council’s obligations under the Data Protection Act 1998 and the Freedom of Information Act 2000 as set out in clauses 26 and 27 below, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible.

25.6 The Council, in line with the Government’s ongoing drive to open up the activities of the Public Sector to greater scrutiny, has prepared its transparency agenda and the Residential/Nursing Care Provider hereby agrees that, notwithstanding anything set out in this clause 25 or elsewhere in this Agreement, the Council shall be entitled to publish this Agreement in whole or in part (including from time to time any agreed changes to the Agreement), in whatever form the Council may decide. The Residential/Nursing Care Provider further agrees that the Council may publish any payments made by the Council to the Residential/Nursing Care Provider under this Agreement.

25.7 On termination of this Agreement, each party shall:


(a) return to the other party all documents and materials (and any copies) containing, reflecting, incorporating or based on the other party's Confidential Information;

(b) erase all the other party's Confidential Information from its computer systems (to the extent possible); and

(c) certify in writing to the other party that it has complied with the requirements of this clause, provided that a recipient party may retain documents and materials containing, reflecting, incorporating or based on the other party's Confidential Information to the extent required by law or any applicable governmental or regulatory authority.

25.8 The Residential/Nursing Care Provider shall procure that each Sub-Contractor used by it in the provision of the Services under this Agreement executes a confidentiality undertaking in a form approved by the Council. The Residential/Nursing Care Provider shall immediately notify the Council of any notification it receives from a party to such an undertaking that it believes there to have been a disclosure of such information or of any reasonable suspicion it has that there has been a breach of such an undertaking.

25.9 The provisions of this clause 25 shall survive for a period of six years from termination of this Agreement.

26. DATA PROTECTION ACT

26.1 The Residential/Nursing Care Provider shall at all times comply with the Data Protection Act 1998 (“DPA”) including, where appropriate maintaining a valid and up to date registration or notification under the DPA.

26.2 The Residential/Nursing Care Provider shall not disclose Personal Data to any third parties other than:

26.2.1 to staff, sub-contractors and agents to whom such disclosure is reasonably necessary in order to perform the Agreement; or

26.2.2 to the extent required under a court order;

provided that disclosure under clause 26.2 is made with the approval of the Council and subject to written terms no less stringent than the terms contained in this clause and that the Residential/Nursing Care Provider shall give notice in writing to the Council of any disclosure under Clause 26.2 immediately it is aware of such a requirement.

26.3 The Residential/Nursing Care Provider shall indemnify and keep indemnified the Council against all losses, claims, damages, liabilities, costs and expense (including reasonable legal costs) incurred by it in respect of any breach of this


clause by the Residential/Nursing Care Provider and/or any act or omission of any staff, sub-contractor or agent.

26.4 The Residential/Nursing Care Provider is required to comply with the obligations set out in Principle Seven of the DPA.

26.5 In this clause “Personal Data” means personal data as defined in the DPA which is supplied to the Residential/Nursing Care Provider by the Council.

26.6 With respect to the parties' rights and obligations under this Agreement, the parties agree that the Council is the Data Controller for any data that it provides and that the Residential/Nursing Care Provider is the Data Controller for any data provided by it.


(a) Process the Personal Data only in accordance with instructions from the Council (which may be specific instructions or instructions of a general nature as set out in this Agreement or as otherwise notified by the Council to the Residential/Nursing Care Provider at any time);

(b) Process the Personal Data only to the extent, and in such manner, as is necessary for the provision of the Services or as is required by Applicable Laws or any Regulatory Body;

(c) implement appropriate technical and organisational measures to protect the Personal Data against unauthorised or unlawful processing and against accidental loss, destruction, damage, alteration or disclosure. These measures shall be appropriate to the harm which might result from any unauthorised or unlawful Processing, accidental loss, destruction or damage to the Personal Data and having regard to the nature of the Personal Data which is to be protected;

(d) take reasonable steps to ensure the reliability of any Residential/Nursing Care Provider Personnel who have access to the Personal Data;

(e) ensure that Residential/Nursing Care Provider Personnel without appropriate authority do not have access to the Personal Data;

(f) obtain prior written consent from the Council in order to transfer the Personal Data to any Sub-Contractors or affiliates for the provision of the Services and oblige any Sub Contractors or affiliates to comply fully with the DPA;

(g) ensure that all Residential/Nursing Care Provider Personnel required to access the Personal Data are informed of the confidential nature of the Personal Data and comply with the obligations set out in this clause 26;


(h) ensure that all Residential/Nursing Care Provider Personnel receive an adequate level of training in data protection;

(i) ensure that none of Residential/Nursing Care Provider Personnel publish, disclose or divulge any of the Personal Data to any third party unless directed in writing to do so by the Council;

(j) notify the Council within 24 hours if it becomes aware of a breach or alleged breach of the DPA;

(k) provide the Council with full co-operation and assistance in relation to investigating breaches to include inspection of premises and security arrangements if requested;

(l) notify the Council (within five Working Days), if it receives:

(i) a request from a Data Subject to have access to that person's Personal Data; or

(ii) a complaint or request relating to the Council's obligations under the Data Protection Legislation;

(m) provide the Council with full co-operation and assistance in relation to any complaint or request made, including by:

(i) providing the Council with full details of the complaint or request;

(ii) complying with a data access request within the relevant timescales set out in the Data Protection Legislation and in accordance with the Council's instructions;

(iii) providing the Council with any Personal Data it holds in relation to a Data Subject (within the timescales required by the Council); and

(iv) providing the Council with any information requested by the Council;

(n) permit the Council or the Council Representative (subject to reasonable and appropriate confidentiality undertakings), to inspect and audit, in accordance with clause 14 (Audit, Inspection and Review), the Residential/Nursing Care Provider's data processing activities (and/or those of its agents, subsidiaries and Sub-Contractors) and comply with all reasonable requests or directions by the Council to enable the Council to verify and/or procure that the Residential/Nursing Care Provider is in full compliance with its obligations under this Agreement; and


(o) provide a written description of the technical and organisational methods employed by the Residential/Nursing Care Provider for processing Personal Data (within the timescales required by the Council).

(p) ensure that technical measures are in place to secure the data in transit.

26.8 The Residential/Nursing Care Provider shall ensure that it does not transfer any Personal Data supplied to it pursuant to this Agreement outside the European Economic Area.

26.9 At the end of the provision of the Services, the Residential/Nursing Care Provider shall immediately return all originals of Personal Data and the Council’s Data to the Council and destroy all copies of such data supplied to pursuant to this Agreement regardless of the medium on which that data is held, such destruction to be undertaken in accordance with the DPA.

26.10 The Residential/Nursing Care Provider shall comply at all times with the Data Protection Legislation and shall not perform its obligations under this Agreement in such a way as to cause the Council to breach any of its applicable obligations under the Data Protection Legislation.

27. FREEDOM OF INFORMATION ACT

27.1 The Residential/Nursing Care Provider acknowledges that the Council is subject to the requirements of the Freedom of Information Act 2000 (“FOIA”) and the Environmental Information Regulations 2004 and shall assist and co-operate with the Council (at the Residential/Nursing Care Provider's expense) to enable the Council to comply with these information disclosure requirements.

27.2 The Residential/Nursing Care Provider shall and shall procure that its Sub-Contractors shall:

(a) transfer the request for information to the Council as soon as practicable after receipt and in any event within two Working Days of receiving a request for information;

(b) provide the Council with a copy of all Information in its possession or power in the form that the Council requires within five Working Days (or such other period as the Council may specify) of the Council requesting that Information; and

(c) provide all necessary assistance as reasonably requested by the Council to enable the Council to respond to a Request for Information within the time for compliance set out in section 10 of the FOIA.

27.3 The Council shall be responsible for determining at its absolute discretion whether the Information is commercially sensitive and if it:


(a) is exempt from disclosure in accordance with the provisions of the FOIA; or

(b) is to be disclosed in response to a Request for Information, and in no event shall the Residential/Nursing Care Provider respond directly to a request for information unless expressly authorised to do so by the Council.

27.4 The Residential/Nursing Care Provider acknowledges that the Council may, acting in accordance with the Secretary of State for Constitutional Affairs' Code of Practice on the discharge of public authorities' functions under Part 1 of FOIA (issued under section 45 of the FOIA, November 2004), be obliged under the FOIA to disclose Information:

(a) without consulting with the Residential/Nursing Care Provider, or

(b) following consultation with the Residential/Nursing Care Provider and having taken its views into account.

provided always that where clause 28.4(b) applies the Council shall, in accordance with any recommendations of the Code, take reasonable steps, where appropriate, to give the Residential/Nursing Care Provider advanced notice, or failing that, to draw the disclosure to the Residential/Nursing Care Provider's attention after any such disclosure.

27.5 The Residential/Nursing Care Provider shall ensure that all Information produced in the course of this Agreement or relating to this Agreement is retained for disclosure and shall permit the Council to inspect such records as requested from time to time.

27.6 The Residential/Nursing Care Provider acknowledges that any lists or Schedules provided by it outlining Confidential Information are of indicative value only and that the Council may nevertheless be obliged to disclose Confidential Information in accordance with clause 27.5.

28. EQUALITY ACT

28.1 The Residential/Nursing Care Provider shall not unlawfully discriminate within the meaning and scope of any law, enactment, order, or regulation relating to discrimination (whether in age, race, gender, religion, disability, sexual orientation or otherwise) in employment or in the performance of its obligations under this Agreement.

28.2 The Residential/Nursing Care Provider shall take all reasonable steps to secure the observance of clause 28.1 by all servants, employees or agents of the Residential/Nursing Care Provider and all Sub-Contractors employed in performance of this Agreement.


29. HUMAN RIGHTS ACT

29.1 The Residential/Nursing Care Provider shall (and shall use its reasonable endeavours to procure that its servants, employees, agents or Sub-Contractors shall) at all times comply with the provisions of the Human Rights Act 1998 in the performance of this Agreement.

29.2 The Residential/Nursing Care Provider shall undertake, or refrain from undertaking, such acts as the Council requests so as to enable the Council to comply with its obligations under the Human Rights Act 1998.

30. NO PARTNERSHIP OR AGENCY

30.1 Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute one party the agent of the other party, nor authorise a party to make or enter into any commitments for or on behalf of the other party.

31. VARIATION

31.1 A variation to this Agreement (including to the scope and nature of the Services shall only be valid if it has been agreed in writing and signed by both parties.

31.2 If a party wishes to vary this Agreement then it shall serve on the other party a Change Control Notice in accordance with Schedule 6 (Change Control Procedures) which shall set out the nature of the variation sought and the reasons for it.

32. WAIVER

32.1 No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

32.2 The rights and remedies provided by this Agreement may be waived only in writing by the authorised representative of the relevant party in a manner that expressly states that such waiver is intended for and shall only be operative with regard to, the specific circumstances referred to in the notice of waiver.

33. SEVERANCE

33.1 If any provision of this Agreement (or part of any provision) is found by any court or other Council of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of this Agreement, and the validity and enforceability of the other provisions of this agreement shall not be affected.


34. NOTICES

34.1 Any notice or other communication required to be given under this Agreement, shall be in writing and shall be delivered personally, or sent by pre-paid first class post or recorded delivery or by commercial courier, to each party required to receive the notice or communication at its address as set out herein or as otherwise specified by the relevant party by notice in writing to each other party.

For the Council

Name: Sara O’Rourke Adult Services Procurement Manager

Address: EII Court3rd Floor West The CastleWinchester SO23 8UQ

Telephone Number: 01962 832 164

Fax: 01962 814 605

For the Residential/Nursing Care Provider

Name:

Address:

Telephone Number:

Fax:

34.2 Any notice or other communication shall be deemed to have been duly received:

(a) if delivered personally, when left at the address and for the contact referred to in this clause; or

(b) if sent by pre-paid first class post or recorded delivery, at 9.00 am on the second Working Day after posting; or

(c) if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed.

34.3 A notice required to be given under this Agreement shall not be validly given if sent by e-mail.


34.4 The provisions of this clause 34 shall not apply to the service of any proceedings or other documents in any legal action.

35. THIRD PARTY RIGHTS ACT

35.1 A person who is not a party to this Agreement shall not have any rights under or in connection with it by virtue of the Contracts (Rights of Third Parties) Act 1999. The rights of the Parties to terminate rescind or agree any variation, waiver or settlement under this Agreement is not subject to the consent of any person that is not a party to this Agreement.

36. ENTIRE AGREEMENT

36.1 This Agreement and any documents referred to in it constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter of this Agreement.

36.2 Each party acknowledges that, in entering into this Agreement it does not rely on any statement, representation, assurance or warranty of any person (whether a party to this Agreement or not) other than as expressly set out in this Agreement.

36.3 Nothing in this clause shall limit or exclude any liability for fraud.

37. THE COUNCIL’S STATUTORY FUNCTIONS

37.1 Nothing in this Agreement shall prejudice or affect the Council’s rights, powers, duties and obligations in relation to the exercise of its functions as a local authority.

38. NON-SOLICITATION

38.1 Neither party shall (except with the prior written consent of the other) during the term of this Agreement[, and for a period of one year thereafter,] solicit the services of any senior staff of the other party who have been engaged in the provision of the services or the management of this Agreement or any significant part thereof either as principal, agent, employee, independent contractor or in any other form of employment or engagement other than by means of an open national advertising campaign and not specifically targeted at such staff of the other party.

39. GOVERNING LAW AND JURISDICTION

39.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter shall be governed by and construed in accordance with the Laws of England and Wales. The Parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter.


IN WITNESS of which the parties have executed this Agreement as a Deed on the day and year first abovementioned

THE COMMON SEAL of HAMPSHIRE COUNTY COUNCIL was hereunto affixed in the presence of:

.......................................Authorised Signatory

SIGNED as a DEED by [NAME OF THE RESIDENTIAL/NURSING CARE PROVIDER] acting by

(name)………………………………….a Director

and by

(name)…………………………………..Authorised Signatory

.......................................Signature of Director

.......................................Authorised Signatory


SCHEDULE 1 SERVICE SPECIFICATION

Service Service Specification for Residential and Nursing PlacementsCommissioner Lead Sara O’RourkeDate of Review August 2013

1 Service summary

1.1 To provide community bed based residential/nursing care and social support. In active engagement and partnership with primary and secondary health care services, and social care community services supporting eligible individuals using the service to maximise wellbeing in their residential or nursing care.

2 Aims & Priorities

2.1 Service aims

2.1.1 Delivery of a person centred community based residential/nursing bed care and support service, as defined in this specification to maximise independence.

The Residential/Nursing Care Provider will be expected to deliver community based residential/nursing bed care and support, as defined through this specification that is innovative responsive and flexible. The service will operate, within an ethos and culture of actively maximising therapeutic engagement with the Service User ensuring, wellbeing, self-care abilities and independence. The Key Performance Indicators for this Outcome are set out in 7.1.1 to 7.1.6.

2.1.2 The prevention of avoidable deterioration in Service User wellbeing by recognising and meeting the health, behavioural, social care and support needs of Service Users.

The Residential/Nursing Care Provider will be expected to deliver a range of preventative services to meet this outcome. The Key Performance Indicators for this Outcome are set out at 7.2.1 to 7.2.2.

2.1.3 To ensure that all staff are suitably trained and have the right skills for the delivery of this service.

To ensure the protection of Service Users, and others who may be at risk, against the risks of inappropriate or unsafe care and treatment, the Residential/Nursing Care Provider will ensure that all staff are suitably trained and have the right skills required for the delivery of this services and that there are evidence based, safe and effective environments, facilities and interventions. The Key Performance Indicators for this Outcome are set out in 7.2.7.


3. Scope

3.1 Service Description

3.1.1 The Residential/Nursing Care Provider will provide residential/nursing care and actively support in accordance with the Arrangement for Purchase of Service for Residential/Nursing care which details the service to be provided (see Schedule 2).

3.2 Service deliverables

3.2.1 The Residential/Nursing Care Provider will:

(i) provide a single point of contact, a residential/nursing home bed service administrator, through which all enquiries and referrals can be made in a reasonable time, however this does preclude emergency admissions;

(ii) the residential/nursing home bed service administrator will provide information and advice on occupancy rates to the referral agency and will authorise and process the referral on behalf of the Residential/Nursing Care Provider;

(iii) assess eligible individuals referred to the service as part of the ‘Assessment and admission process’ section (4.2.2 to 4.2.6) of this specification;

(iv) develop a person centred structured Care Plan as detailed in the ‘Care Planning and reviews’ section (4.2.7 to 4.2.12) of this specification, to meet the assessed needs and agreed outcomes for service;

(v) provide community bed based residential/nursing care and support in a clean, safe and effective environment to ensure the safety of services users and their carers, and all other individuals associated with the service;

(vi) provide suitable and safe equipment, (for example beds and mattresses, hoists, aids and adaptations), required by each Service User, notifying Hampshire County Council if any Service User specialist equipment needs cannot be met; funding arrangements for any equipment that cannot be provided under the standard contract/service specification must be agreed with Hampshire County Council.

(vii) if a Service User is to provide any equipment at their additional expense this should be agreed with Hampshire County Council in the first instance;

(viii) provide safe and suitable room accommodation, furniture and furnishings and equipment to provide an environment that will be comfortable, safe


and mindful of Service Users’ privacy and dignity and that will support the delivery of the Service User’s Care Plan;

(ix) monitor the Service User’s physical and mental health and wellbeing;

(x) assist Service Users to take medication as prescribed or encourage self-medication as required and other medical and clinical duties, as appropriate to home registration;

(xi) meet the personal care, toileting, hygiene and nutritional needs of Service Users;

(xii) in line with the Care Plan: provide evidence based innovative, responsive, flexible and

effective care, support, therapies, treatments and interventions as appropriate to registration;

provide emotional and motivational support to ensure Service User’s active engagement and participation;

provide a service to maximise independence;

(xiii) manage any behavioural issues displayed by any Service User; monitor and review the Care Plan in line with the processes as detailed in the Care Planning and reviews section;

(xiv) maintain an agreed single set of professional records for each Service User that is available to be viewed and amended by all appropriate and authorised professional care and support workers and at all times present a clear and concise record of the Service User and the Care Planned for them and delivered to date;

(xv) maintain community links including accessing additional support e.g. benefits advice, housing support, carer support;

(xvi) the Residential/Nursing Care Provider must ensure that medicines are received, handled, stored, administered, disposed of and recorded in accordance with statutory and regulatory requirements, as well as best practice recommendations. The service must have a written policy regarding the management of medicines as per CQC Essential Standards of Quality and Safety Outcome 9A.

(xvii) the Residential/Nursing Care Provider must ensure that an infection control policy is in place in accordance with statutory and regulatory requirements, as well as best practice recommendations.

(xviii) provide Service Users and their representatives with information regarding advocacy services, leisure and occupational activities;


(xvii) provide carers, families and friends support, including coping strategies and relapse prevention planning, and other interventions aimed at increasing the opportunity for the Service User to retain their independence in their community with life long learning and embedding of skills;

(xviii) any other task that, as deemed by Hampshire County Council and in agreement with the Residential/Nursing Care Provider and with the provision of appropriate training and support, shall support the provision of residential/nursing and social care to the users of the service.

3.3 Governance

3.3.1 The Residential/Nursing Care Provider will provide appropriate arrangements to ensure delivery of a safe service. This should be available to Hampshire County Council or its authorised representatives on request.

3.3.2 This should include:

(i) a effective reporting and learning system in response to incidents, events or accidents including reporting safeguarding concerns to the appropriate authority

(ii) the management of risk through clear policies, procedures and practices in particular with respect of the Care Quality Commission Essential Standards of Quality and Safety

3.4 Interdependencies with other services

3.4.1 The Residential/Nursing Care Provider will actively engage and work in partnership, with care teams, GPs and other practice team members, community health providers, specialist mental health or learning disability teams, integrated care teams, social care services, voluntary agencies, acute trusts and other professionals and agencies as directed by Hampshire County Council.

3.4.2 The Residential/Nursing Care Provider will provide an open and honest dialogue ensuring guaranteed access for Hampshire County Council staff and their authorised representatives upon request 24 hours a day, 7 days a week allowing us specific private access to our Service Users. Reasonable notice of access where practicable for the commissioning officer will usually be given.

3.4.3 No reasonable request for full access to Service Users and their records shall be refused to:

(i) Hampshire County Council staff and their authorised representatives;(ii) NHS staff and their authorised representatives;(iii) General Practitioners and their authorised representatives;(iv) Specialist mental health teams authorised by Hampshire County Council.


3.4.4 Where there is a disagreement, the dispute resolution procedures, as set out in the Terms and Conditions accompanying this Specification, will be followed.

4. Service Delivery

4.1 Service model

4.1.1 This residential/nursing home service will be available and in operation 24 hours per day, 365 days per year. Admissions will be accepted seven days a week subject to appropriate assessment.

4.2 Referral sources

4.2.1 Prior to placement commencing, referral into residential/nursing home will be confirmed by Adult Services team if it is to be funded by Hampshire County Council.Initial assessment and admission process

4.2.2 Service Users will receive a person centred comprehensive needs and risk assessment, using a single assessment process to be developed by the Residential/Nursing Care Provider.

4.2.3 The person centred comprehensive assessment will be placed in the Service Users records and will be made available to third parties only with the appropriate permission from the individual, or person authorised to act on their behalf.

4.2.4 Any requirements for specialist clinician, nursing and therapist support during the period of residence will be included in the Service User’s Care Plan.

4.2.5 On admission the Service User and their carers will be provided with information in respect of the services they will receive as detailed in 5.1.

Care Planning and reviews

4.2.6 The Residential/Nursing Care Provider will review and discuss service users individual person centred care plans as required by the admitting clinician or member of Hampshire County Council (or their authorised representatives) but as a minimum if needs change or annually which ever is sooner.

4.2.7 All Care Planning will be person centred ensuring Service Users are effectively involved and engaged, and their views made explicit, within Care Planning processes (including the use of Advanced Directives where appropriate).

4.2.8 The Care Plan will be developed by the Service User, their families and carers, the Residential/Nursing Care Provider and appropriate health and social care professionals following assessment but within 24 hours of admission to the service, where possible.


4.2.9 The Care Plan will be based on a programme aimed at meeting the Service User’s agreed assessed needs and outcomes, resulting in maximising the independence of Service Users. It is likely to include the following (this list is intended to be an indicative rather than exhaustive list): support and information; a range of educational, spiritual and social interventions; life skills, communication, mobility, confidence building interventions; psychological, other cognitive or mental health related interventions; behavioural interventions; social re-engagement; physical interventions.

The Residential/Nursing Care Provider will review and discuss service users individual person centred care plans as required by the admitting clinician or member of Hampshire County Council (or their authorised representatives) but as a minimum annually or if needs change.

4.2.10 The Care Plan will be placed in the Service User’s records and will be made available to third parties only with the appropriate permission from the individual.

4.2.11 Care Planning for Service Users with mental health illnesses will have a Care Plan that is built around interventions that operate within a recovery framework.

4.2.12 Care Plans for end of life care should support and enable the Service User to die at the place of their choosing as far as is practicable.

4.3 Changes in placement criteria and planning

4.3.1 Discharges, or transfers of care, will be led by an authorised representative of Hampshire County Council, who is likely to be an appropriate person who is managing and co-ordinating the care on behalf of Hampshire County Council. This person will be notified to the Residential/Nursing Care Provider.

4.3.2 Transfers of care to hospital should be notified to Hampshire County Council immediately by telephone and followed up in writing within 48 hours.

4.3.2 The discharge, or transfer of care, will be planned with the Service User, their supporters, the residential/nursing care home provider, the admitting clinician (or their authorised representative) and appropriate social care professionals:

(i) When the Residential/Nursing Care Provider, through their on-going monitoring and support of the Service User, indicates that discharge may be appropriate.

(ii) If the Service User no longer meets the eligibility criteria or no longer is sufficient priority in view of the availability of resources.


(iii) If there is risk to Service Users’ safety from unsafe practice.

(iv) If Service User behaviour towards staff is physically or verbally abusive to an extent that it is no longer manageable.

(v) If the Service User is refusing to receive a service from the Residential/Nursing Care Provider and/or there is a breakdown in the relationship between the Service User and the Residential/Nursing Care Provider that cannot be resolved.

(vi) If a Service User decides to self-discharge.

4.3.3 The Residential/Nursing Care Provider cannot unilaterally discharge the Service User.

4.3.4 The Residential/Nursing Care Provider will be actively engaged in the discharge planning process by:

(i) Constantly considering and reviewing/identifying when discharge of a Service User may be appropriate, notifying Hampshire County Council at the earliest opportunity.

(ii) Ensuring there is active engagement and involvement with the appropriate person of Hampshire County Council throughout the discharge process.

(iii) Providing timely and full information to the appropriate person of Hampshire County Council as requested.

(iv) Working collaboratively with Service Users to develop and review relapse prevention plans please se Appendix 1 for detail.

(v) Ensuring that the Service User is actively engaged and kept informed of all aspects of the discharge process.

(vi) Linking, as appropriate and in line with any discharge plan, with the Service User, their carers, GPs, specialist mental health or learning disability teams, social care, community health teams and other appropriate organisations and individuals to ensure a smooth transfer of care from the service.

5. Other Issues

5.1 Service User and carer information

5.1.1 Service Users and their family/carers should be provided with the following information by the Residential/Nursing Care Provider: Description of the service, range of interventions provided, what to expect.


Provide a complete transparent list of charges for mileage for activities, holidays, hair dressing, or other ancillary charges not included in the residential/nursing care weekly rate.

Name and contact details of care co-ordinator and other relevant members of the team.

Contact details for out of hours advice and help, which for Health Services may include using the ‘NHS 111’ service.

Care Plan and comprehensive information about medication. Discharge plan/date. Access to appropriate Advocacy and other support services.

6. Monitoring and Quality Requirements

6.1 Monitoring

6.1.1 The Residential/Nursing Care Provider will be required to participate in the service monitoring and evaluation process, providing information as requested by Hampshire County Council.

6.1.2 The Residential/Nursing Care Provider will forward data and information, as requested by Hampshire County Council, via a standardised form which will be provided by the Hampshire County Council (template to be devised). This is likely to include a request for data and information on: Performance against specified service outcomes. Performance against Key Performance Indicators (KPIs). Performance against quality standards. Service User feedback to include responses from surveys or exit

questionnaires as well as a review of incidents and complaints. Bed capacity information including information on referral types and numbers,

lengths of stay and discharge types and numbers, and re-admissions. Contacts and interaction with health services (for example GP, Emergency

Departments, Ambulatory Services). Staffing numbers and qualifications.

6.1.3 The Residential/Nursing Care Provider will carry out exit interviews with Service Users and Service User representatives using a standardised questionnaire to establish if assessed and Care Planned programme outcomes have been met and to obtain Service User feedback about the service. The content of the Service User questionnaire and the method of undertaking the questionnaire shall comply with all applicable laws and guidance and cover all points in 7.1.10. A summary of results of the Service User questionnaire in such form and at such times as shall be agreed shall be provided to Hampshire County Council on a quarterly basis or as shall reasonably be required.

6.1.4 The Key Performance Indicators the Residential/Nursing Care Provider will be evaluated against the criteria as set out in section 7 below and any exceptions may be subject to remedial action.


6.1.5 Once every three years a QIF will be required to be completed by the Residential/Nursing Care Provider via a standardised form which will be provided by the Hampshire County Council (template to be devised).


7 Key Performance IndicatorsThe Residential/Nursing Care Provider will comply with the following performance indicators

7.1 Workbook KPI’s

Indicator Threshold Method of Measurement7.1.1 Service Users are able to access the service as required

The service is available and open for referrals as specified

- Quarterly referral data- Feedback from Service Users or other appropriate organisations

7.1.2 Service Users are assessed prior to admission or in case of emergency admissions within 24 hours of admission.

[ %] of Service Users are assessed within, 24 hours of admission.

- Quarterly data- Spot audit of records- Feedback from Service Users or other appropriate organisations

7.1.3 Care Plan which clearly highlights key areas of any identified needs and risks, with appropriate management plans in place to minimise risks of harm, are completed as soon as possible after admission.

[ %] of Service Users have a person-centred Care Plan outline within 24 hours of admission and a full Care Plan, including social/personal history (when known) completed within 14 days of admission.

- Quarterly data- Spot audit of records- Feedback from Service Users or other appropriate organisations

7.1.4 Number of reviews undertaken by residential/nursing provider completed in each quarter involving stakeholders as appropriate.

[ %] of all Service Users reviewed each quarter

- Quarterly data

7.1.5 The total number of avoidable admissions to hospital or sideways moves to another similar Residential/Nursing Care Provider.

Less than [ %] of Service Users leave the service due to inappropriate reason, in partnership with Hampshire County Council.

- Quarterly report (analysis of AS database).- Feedback from appropriate organisations


7.1.6 Service Users or their authorised representatives are satisfied with the service they are receiving

[ %] of all Service Users are satisfied with their care & support services[ %] of all Service Users feel their quality of life is good.[ %] of all Service Users get adequate food and drink at suitable times

- Quarterly data- Service User feedback * Number of complaints * How many resolved

7.2 Audit indicators

Indicator Threshold Method of Measurement7.2.1 Consent to care and treatment is obtained in line with Mental Capacity Act

[ %] of Service Users have agreed and signed a consent to care and treatment form.

- Spot audit of records

7.2.2 Service Users or their representatives are fully involved in the development and delivery of their Care Plan

[ %] of Service Users or their authorised representatives are fully involved in the development of their Care Plan

- Service User feedback- Spot audit of signing of Care Plans

7.2.3 Issues raised by Service Users are dealt with proactively leading to a low level of formal complaints

Initial consideration of all complaints within 48 hours.There are less than 3 formal complaints per month

- Audit of complaints log

7.2.4 That there is a single set of professional records for each Service User available and provides an accurate record of support and care delivered to date

[ %] of Service Users have a single set of records

- Spot audit of records


7.2.5 The number of safeguarding incidents and Serious Incident Reviews are minimised through appropriate systems and processes, reviewed at an appropriate time interval.

The Safeguarding In-House Policy and all other safeguarding procedures meet best practice and are reviewed at least annually

- Quarterly data of safeguarding incidents and Serious Incident Reviews (internal data capture)- Audit of safeguarding procedures- Spot audit of records

7.2.6 All people working at the residential/nursing home have appropriate safeguarding checks that are reviewed as required by the care Standards Commission guidance

[ %] of individuals engaged in the provision of the Services are subject to a valid enhanced disclosure check undertaken through the Disclosure and Barring Service (“DBS”) and Protection of Vulnerable Adults Act checks which are repeated at a minimum of three yearly intervals

- Audit of training records and staff professional and personal development records

7.2.7 All people working at residential/nursing home have appropriate levels of clinical, social and safeguarding training

All people working at the residential/nursing home receive safeguarding training within induction and refresher safeguarding training annually thereafter.All people working at the residential/nursing home receive appropriate training and on-going professional development including annual reviews of safeguarding and clinical competency

- Audit of training records and staff professional and personal development records


7.2.8 The quality of service, environments and facilities are routinely audited with any defects in quality recorded and addressed.

That the Residential/Nursing Care Provider has a quality audit system in place that ensures the quality of service, environments and facilities meets all current legislation, guidance and best practice.[ %] of defects identified by the quality audit system have a remedial action plan agreed with Hampshire County Council within 48 hours, and are addressed in accordance with the actions and timescales as agreed in the action plan.

- Audit of Residential/Nursing Care Providers internal quality audit system- Spot audit and monitoring of remedial action plans.

7.2.9 The level of clinical serious incidents

There should be no avoidable clinical serious incidents reported that require investigation.

- Feedback from appropriate organisations- Spot audit of clinical delivery and processes


Appendix 1

Care and Support planning for Mental Health Service Users in residential care home environment

The Service Users, their families/carers, the Residential/Nursing Care Provider, and Health and Social Care professionals will develop a care and support plan that will provide appropriate support to enable the Service Users to gain the skills and experiences they require to support their recovery and ultimately maximise their opportunity to move into a less restrictive housing and support setting.

The Care Plan will be developed by the Service Users, their families and carers, the residential care provider and appropriate health and social care professionals following assessment but within 24 hours of admission to the service, where possible.

The Residential/Nursing Care Provider will work collaboratively with the Service Users to develop their WRAP (Wellness Recovery Action Plan).

The Support Plan will clearly define how the Service will be provided to meet the Service User’s defined support needs and required outcomes and may include but will not be limited to:

How their mental health support needs will be met How cultural and spiritual needs will be met How employment and training needs will be met How their future housing needs will be met How their financial needs will be met How social and community engagement needs will be met Any specialist equipment needed Any special communication needs Who should be involved in support plan reviews An independent person or advocate to contact if the person wishes to make a

complaint or raise a concern How the person wishes to be addressed Next of kin and emergency contact numbers Risk assessments Named Key Worker

The Provider will review the Support Plan at least annually (or at any time if circumstances change), involving those people agreed by the Service Users.

The Support Worker will initiate a review of the Support Plan at such time as identified in the Plan and thereafter on an annual basis. In addition the Residential/Nursing Care


Provider, Mental Health Support Worker, County panel, or Service Users may request a review at any time.

The review will examine the Support Plan to ensure that the outcomes identified are being met by the Residential/Nursing Care Provider and that the Service is appropriate and may involve any or all of the following: the Residential/Nursing Care Provider, the Service User, any relevant family members, advocates, health and social care professionals, the Key Worker and any other relevant person.


SCHEDULE 2 ARRANGEMENT FOR PURCHASE OF SERVICE FOR RESIDENTIAL/NURSING CARE

Individual Service Contract sent separately(Example below)


SCHEDULE 3 APPROVED SUB-CONTRACTORS

Name and address of Sub-

Contractor

Registered address

and company number

Service descriptio

n

Term of Sub-

Contract

Price expressed as a percentage of total Contract

Price


SCHEDULE 4 PAYMENTS AND INVOICING

Part 1 - Payment Detail

LD - Placements projected to cost under £1000 per week will be subject to agreement with local budget holders. Placements projected to cost over £1000 per week will be subject to satisfactory agreement between the provider and HCC based on completion of the SE Region Cost Model and approval of the County Resource Group.MH – Panel approved process to be used.OP/PD - HCC standard rates list. High cost (above £550 per week) will be subject to a Panel and High Cost approval processes.

Part 2 – Void Costs

Death of a Service User

Where a bed has become vacant due to the death of a Service User, the Residential/Nursing Care Provider shall notify the Council immediately by telephone at Hantsdirect on 0845 603 5630. This notification must be confirmed in writing by the Residential/Nursing Care Provider within 48 hours.

Such a vacancy will be known as a ‘Planned Void’ and the Council’s obligation to pay the Residential/Nursing Care Provider for the bed occupied by the Service User shall terminate with immediate effect. Payment will continue to be made to the Residential/Nursing Care Provider for a period of 2 days after the date of death.

Permanent Planned Change

A permanent planned change which may include but not be limited to a move from residential to nursing care will be known as a ‘Planned Void’ and the Council’s obligation to pay the Residential/Nursing Care Provider shall terminate with immediate effect.

Temporary Planned Change

Any temporary planned change not included above may include but not be limited to a Service User visiting their family will be known as a ‘Temporary Planned Void’. The Residential/Nursing Care Provider shall notify the Council in writing of any period in excess of 48 hours during which a bed has been unoccupied. Payment for such a period will be adjusted in consultation with the Residential/Nursing Care Provider and will be dependent on a reduction of care needs outside the Services.

Unplanned Change

An unplanned change may include but not be limited to e.g. the emergency admission of the Service User to hospital. Upon notification by the Residential/Nursing Care Provider the Council will provide the Residential/Nursing Care Provider with a revolving


period of 4 weeks’ written notice commencing on the first day of the change. Such a vacancy will be known as an ‘Unplanned Void’.

Should the bed remain vacant for more than 4 weeks this notice period will be extended whilst the bed remains vacant, until a decision has been made that the Service User will not be returning. Once this decision has been taken the Council’s obligation to pay the Residential/Nursing Care Provider for the bed shall terminate with immediate effect.

Part 3 – Storage

The Residential/Nursing Care Provider will ensure adequate safe and secure storage of any personal items belonging to the Service User for 5 days after the end of this Agreement.

Part 4 – Payment

An Arrangement for Purchase of Service for Residential/Nursing Care (see Schedule 2) will be sent to providers within 6 weeks of a placement being made.

Providers can contact Hampshire County Council if they have not received the Purchase of Service for Residential/Nursing Care 4 weeks after the start of the placement via [survey monkey/achieve form link].

A Full period will be 24 hours from 12am (midnight) on any day.

Payments based on the number of calendar days in each period will be made to the Residential/Nursing Care Provider in arrears on the 28th day of each calendar month. These payments will be made automatically and no manual invoice is required.

Any recovery will be corrected by Hampshire County Council by the issuing of a Care 1F Form explaining the amount of the adjustment and the contact details for any appeal.

It will be preferable for Client contribution income to be collected by the Residential/Nursing Care Provider and the amount will be notified to the Residential/Nursing Care Provider by the Financial Assessments Benefits team.

If this is not collected the Residential/Nursing Care Provider must agree this with Hampshire County Council and confirm in writing within 90 days of the first payment date.

If any payments are subject to VAT a VAT invoice will be required from the Residential/Nursing Care Provider.

Third Party top-ups are not the responsibility of Hampshire County Council.


SCHEDULE 5 SAFEGUARDING AND QUALITY ASSURANCE

1. Quality Outcomes & Contract Monitoring (QOCM)

1.1 The Council's Adult Services Department has developed the quality outcomes and contract monitoring framework (QOCM) to ensure that adult social care services are safe, of high quality and conform to all statutory and corporate requirements.

1.2 The PaCT’s role in the QO&CM process is to support Residential/Nursing Care Providers to focus their workforce development activity and resources effectively to achieve compliance with the workforce requirements of the Regulatory Standards. The PaCT is able to provide direct support to managers to identify areas requiring development.

1.3 The Residential/Nursing Care Provider shall accept and bear the costs of any learning interventions recommended by the PaCT to support service improvement. The Residential/Nursing Care Provider will also accept any subsidised training and free learning resources offered by the Council.

2. The Residential/Nursing Care Provider Quality Management System

2.1 The Residential/Nursing Care Provider shall operate a self-regulatory system of quality assurance and quality measures relevant to this Agreement which ensures that the Services are provided in accordance with the requirements of this Agreement, including the following measures as a minimum. The Residential/Nursing Care Provider shall:

(a) Treat all Service Users, carers, staff and visitors with dignity and respect.

(b) Ensure the views and experiences of Service Users, carers, staff and the local community are taken into account in the planning, delivery, review and evaluation of the Services.

(c) Enable a positive risk taking culture that allows independence, choice and decision making for all Service Users and appropriately assess risk, and manage and record any identified risks for Service Users.

(d) Keep appropriate records for all Service Users and staff and ensure these are stored correctly in line with regulations.

(e) Have processes in place to ensure the Services are adequately staffed by competent and trained Residential/Nursing Care Provider’s Personnel at all times.

(f) Regularly review all structures and processes to ensure continued safe and effective delivery of care, and that there are properly organised and efficient systems and processes in place between the Residential/Nursing


Care Provider and any Sub-Contractors to enable full understanding and agreement concerning the Services which are to be provided and the necessary liaison with the Council.

(g) Ensure adequate systems, policies, procedures and activities are in place to encourage and enable continuous quality improvement.

(h) Ensure serious incidents are recorded, reported and managed.

(i) Ensure compliance with all contractual timescales and all other reasonable response times.

(j) Maintain and monitor all contractual or relevant performance indicators.

(k) Manage and report any potential conflicts of interest.

3. Complaints

3.1 The Residential/Nursing Care Provider shall maintain a system for receiving and investigating complaints and keeping details of how many complaints are received and how they are dealt with. The Residential/Nursing Care Provider shall:

(a) Publicise the complaints procedure to Service Users and their representatives;

(b) Ensure that complaints are speedily dealt with and that complainants receive a written statement of the Residential/Nursing Care Provider’s response;

(c) Ensure that complainants who are not satisfied with the Residential/Nursing Care Provider’s response are informed of their right to refer their complaints to the Council’s Representative;

(d) Ensure that complainants are made aware that they may make a complaint to the Care Quality Commission or its successor in title, or other applicable professional or regulatory body, interested stakeholder or other commissioner.

4. Records

4.1 Representatives of the Council will require access to records as part of safeguarding or quality improvement work.

4.2 The Residential/Nursing Care Provider will ensure all records for Service Users and employees are stored in line with current regulations.

4.3 The records held by the Residential/Nursing Care Provider referred to in clause 4.1 above will include the Care Plan, risk assessment and management plans


and all other care records of any Service User concerned, for example incident forms, medication administration records and any charts associated with care.

4.4 In addition to records held on individual Service Users, the Residential/Nursing Care Provider will provide as reasonably required by the Council, a list of all current Service Users and their commissioners including those Service Users that fund their own care. It may also be necessary to access records relating to staff such as recruitment, supervision and training records. Access to records will assist in the early identification of any risks and the monitoring of quality concerns. The Residential/Nursing Care Provider shall obtain the Data Subject’s consent before disclosing such information.



No new contract notice issued

Concerns decrease but remain

Concerns raised

Purchase with risk assessmentDecision to change to purchase

with risk assessment.Provider issued remediation

notice

No new purchasingDecision to change to no new

purchasingProvider issued default

notice.

No Further ActionNo contract change

Purchase as normal

Safeguarding closed and/or improvements

made. Revert to purchase as

normal.

Purchase as normalSafeguarding closed and/or improvements

made. Revert to purchase as

normal.

Schedule 5 aSafeguarding QCOM Process

NO IMPROVEMENTS OR PROGRESS

Provider issued with termination notice by AS

Contracts.

Carry out an assessment and investigation in line with Adult Safeguarding and/or Quality

framework. Level of seriousness and appropriate response

identified.

Quality/Safeguarding or CQC non compliance Concern identified by Stakeholder

Appropriate level decision maker decides on seriousness level and which contract notice

to be issued.Decision to change purchasing status


Issue resolved

No further action

Issue resolved

Letter sent

Issue resolved

Letter sent

Schedule 5 bPerformance Process

Issue not resolved.Decision by Area

Director/Operational Director LD to terminate.


Contracts.

Serious issue Decision by Area Director/

Operational Director LD

Provider issued with default notice by AS Contracts.

Concerns escalateDecision by Area

Director/Operational Director LD

Provider issued with default notice by AS Contracts

Issue not resolved.Decision by Area

Director/Operational Director LD to terminate.


Contracts.

Unresolved issueDecision by

District Service Manager/Locality Service Manager

Provider issued with remediation notice by AS Contracts

Risk assessment by Team manager or above

Concern identified by Stakeholder

SCHEDULE 6 CHANGE CONTROL PROCEDURES

1. Principles

1.1 Where the Council or the Residential/Nursing Care Provider see a need to change this Agreement the Council may at any time request, and the Residential/Nursing Care Provider may at any time recommend, such change only in accordance with the formal Change Control Procedure (“CCP”) as set out at paragraph 2.

1.2 Neither the Council nor the Residential/Nursing Care Provider shall unreasonably withhold its agreement to any change.

1.3 Until such time as a change to this Agreement is made in accordance with the Change Control Procedure, the Council and the Residential/Nursing Care Provider shall, unless otherwise agreed in writing, continue to supply the Services specified in this Agreement as if the request or recommendation had not been made.

1.4 Any discussions which may take place between the Council and the Residential/Nursing Care Provider in connection with a request or recommendation before the authorisation of a resultant change to this Agreement shall be without prejudice to the rights of either party.

1.5 Any work undertaken by the Residential/Nursing Care Provider, its Sub-Contractors or agents which has not been authorised in advance by a change to this Agreement and which has not been otherwise agreed in accordance with the provisions of paragraph 1.3 shall be undertaken entirely at the expense and liability of the Residential/Nursing Care Provider.

2. Procedures

2.1 Discussion between the Council and the Residential/Nursing Care Provider concerning a change to this Agreement shall result in any one of the following:

2.1.1 no further action being taken;

2.1.2 a request to change this Agreement by the Council, or

2.1.3 a recommendation to change this Agreement by the Residential/Nursing Care Provider.

2.2 Where a written request for an amendment to this Agreement is received from the Council, the Residential/Nursing Care Provider shall, unless otherwise agreed, submit two (2) copies of a Change Control Note (CCN) signed by the Residential/Nursing Care Provider to the Council within three (3) weeks of the date of the request.


2.3 A recommendation to amend this Agreement by the Residential/Nursing Care Provider shall be submitted direct to the Council in the form of two copies of a CCN signed by the Residential/Nursing Care Provider at the time of such recommendation.

2.4 Each CCN shall contain:

2.4.1 the title of the change;

2.4.2 the originator and date of the request or recommendation for the change;

2.4.3 the reason for the change;

2.4.4 full details of the change including any specifications;

2.4.5 a timetable for implementation together with any proposals for acceptance of the change;

2.4.6 details of the likely impact, if any, of the change on other aspects of this Agreement;

2.4.7 the date of expiry of validity of the CCN; and

2.4.8 provision for signature by the Council and by the Residential/Nursing Care Provider.

2.5 For each CCN submitted the Council shall, within the period of the validity of the CCN:

2.5.1 allocate a sequential number to the CCN;

2.5.2 evaluate the CCN and, as appropriate:

2.5.2.1request further information; or

2.5.2.2arrange for two copies of the CCN to be signed by or on behalf of the Council and return one of the copies to the Residential/Nursing Care Provider; or

2.5.2.3notify the Residential/Nursing Care Provider of the rejection of the CCN.

2.6 If the Residential/Nursing Care Provider considers that the preparation of a CCN, requested by the Council, would necessitate significant allocation of resources over and above those stated in this Agreement the Residential/Nursing Care Provider will notify the Council accordingly and, on agreement by the Council, the Residential/Nursing Care Provider will make a proposal for a paid study of the cost and implications of producing the required CCN. Pending the Council’s


acceptance of that proposal the Residential/Nursing Care Provider will be relieved of its obligations to produce such CCN.

2.7 A CCN signed by the Council and by the Residential/Nursing Care Provider shall constitute an amendment to this Agreement.


ANNEX AChange Control Note

1 Details of Change

2 Assumptions, Risks and Dependencies

3 Financial ImpactCost Impact:4 Contractual Changes required

Changes required to the Contract (state contract reference and change required):Changes required to other Contractual Deliverables:Change Proposal ApprovalSignature constitutes final approval of this Change Control Note. On signature, the contents of Section 4 above shall be deemed to be incorporated into the Contract for [ ] dated [ ] between Hampshire County Council and [Name of Residential/Nursing Care Provider].For the Council: Signature:

Date:Name:

For the Residential/Nursing Care Provider:

Signature:Date:Name:


Internal UseChange ReferenceVersion numberChange Request TitleDate Change Request raisedDate Change Proposal createdChange Requestor (Name)Change Requestor (Company)Change Owner (Residential/Nursing Care Provider)Change Owner (Council)Change LevelChange TypeChange SignificanceChange Urgency

SCHEDULE 7 STANDARDS AND POLICIES

Residential/Nursing Care Provider’s Policies

The Residential/Nursing Care Provider must have the following Policies/Procedures in place

1. Anti-Bribery Policy / Gifts and Inducements

2. Bullying & Harassment

3. Complaints

4. Confidentiality / Data Protection

5. Critical Incident

6. Disaster Recovery Plan / Business Continuity Plan

7. Equalities

8. Health and Safety

9. Mental Capacity Act

10. Recruitment and Retention

11. Safeguarding / Protection of Vulnerable Adults (and/or Children)

12. Whistleblowing

13. Manual Handling

14. Dealing with Violence

15. Client Payments Policy

16 Medication

17 Infection Control


INTERPRETATION AND DEFINITIONS - Hampshire€¦ · Web view27.4The Residential/Nursing Care...

Documents

Transcript of INTERPRETATION AND DEFINITIONS - Hampshire€¦ · Web view27.4The Residential/Nursing Care...